EXHIBIT 4.7
PRIME RECEIVABLES CORPORATION
Transferor
FDS BANK
Servicer
and
THE CHASE MANHATTAN BANK
Trustee
on behalf of the Series 2000-__ Certificateholders
----------------------------------------
SERIES 2000-__ SUPPLEMENT
Dated as of __, 2000
-------
to
AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of December 15,
1992________________________________________
$___________ _____% Class A Asset Backed Certificates,
Series 2000-__
$___________ _____% Class B Asset Backed Certificates,
Series 2000-__
$___________ _____% Class C Asset Backed Certificates,
Series 2000-__
PRIME CREDIT CARD MASTER TRUST
TABLE OF CONTENTS
PAGE
SECTION 1.1. Designation............................................... 1
SECTION 1.2. Definitions .............................................. 1
SECTION 1.3. Reassignment and Transfer Terms.......................... 20
SECTION 1.4. Delivery and Payment for the Series
2000-__ Certificates............................... 21
SECTION 1.5. Depositary; Form of Delivery of
Series 2000-__ Certificates........................ 21
SECTION 1.6. Article IV of Agreement................................. 21
SECTION 4.04 Rights of Certificateholders............................. 21
SECTION 4.05 Collections and Allocation.............................. 22
SECTION 4.06 Determination of Monthly Interest
for the Series 2000-__
Certificates....................................... 24
SECTION 4.07 Determination of Monthly Principal...................... 27
SECTION 4.08 Establishment of the Principal
Funding Account for the
Certificates....................................... 28
SECTION 4.09 Application of Funds on Deposit
in the Collection Account for
the Certificates................................... 30
SECTION 4.10 Coverage of Required Amount for
the Series 2000-__ Certificates.................... 37
SECTION 4.11 Payment of Certificate Interest......................... 38
SECTION 4.12 Payment of Certificate Principal......................... 39
SECTION 4.13 Investor Charge-Offs..................................... 40
SECTION 4.14 Shared Principal Collections............................. 41
SECTION 4.15 Reallocated Principal Collections
for the Series 2000-__ Certificates................ 42
SECTION 4.16 Accumulation Period...................................... 43
SECTION 4.17. Article V of the Agreement .............................. 44
SECTION 5.01 Distributions............................................ 44
SECTION 5.02 Monthly Certificateholders'
Statement ......................................... 46
SECTION 5.03. Series 2000-__ Pay Out Events............................ 48
SECTION 5.04. Series 2000-__ Termination............................... 49
SECTION 5.05. Periodic Finance Charges and Other
Fees.................................................. 49
SECTION 5.06. Ratification of Agreement................................ 50
SECTION 5.07. Counterparts............................................. 50
SECTION 5.08. Governing Law............................................ 50
SECTION 5.09. The Trustee.............................................. 50
SECTION 5.10. Instructions in Writing.................................. 50
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT A-3 Form of Class C Certificate
EXHIBIT B Letter of Representations
EXHIBIT C Form of Monthly Certificateholders' Statement
SERIES 2000-__ SUPPLEMENT, dated as of
--------
__, 2000 (this "Series Supplement") by and among PRIME
2RECEIVABLES CORPORATION, a corporation organized and existing under the
laws of the State of Delaware, as Transferor (the "Transferor"), FDS BANK
("FDS"), a federally chartered savings bank organized and existing under
the laws of the United States, as Servicer (the "Servicer"), and THE CHASE
MANHATTAN BANK, a banking corporation organized and existing under the laws
of the State of New York as trustee (together with its successors in trust
thereunder as provided in the Agreement referred to below, the "Trustee")
under the Amended and Restated Pooling and Servicing Agreement dated as of
December 15, 1992, as amended and supplemented from time to time (the
"Agreement") among the Transferor, Federated Department Stores, Inc., a
corporation organized and existing under the laws of Delaware
("Federated"), and the Trustee as further amended by the Assumption
Agreement dated as of September 15, 1993 among the Transferor, Federated,
the Trustee and FDS.
Section 6.09 of the Agreement provides, among other things,
that the Transferor and the Trustee may at any time and from time to time
enter into a supplement to the Agreement for the purpose of authorizing the
issuance by the Trustee to the Transferor, for execution and redelivery to
the Trustee for authentication, one or more Series of Certificates.
Pursuant to this Series Supplement, the Transferor and the
Trustee shall create a new Series of Investor Certificates and shall
specify the Principal Terms thereof.
SECTION 1.1. Designation. There is hereby created a Series of
Investor Certificates to be issued pursuant to the Agreement and this
Series Supplement to be known generally as the "Series 2000-__
Certificates." The Series 2000-__ Certificates shall be issued in three
Classes, which shall be designated generally as the Class A Certificates,
Series 2000-__ (the "Class A Certificates"), the Class B Certificates,
Series 2000-__ (the "Class B Certificates") and the Class C Certificates,
Series 2000-__ (the "Class C Certificates").
SECTION 1.2. Definitions. In the event that
any term or provision contained herein shall conflict with or be
inconsistent with any provision contained in the Agreement, the terms and
provisions of this Series Supplement shall govern with respect to the
Series 2000- __ Certificates. All Article, Section or subsection references
herein shall mean Article, Section or subsections of the Agreement, as
amended or supplemented by this Series Supplement, except as otherwise
provided herein. All capitalized terms not otherwise defined herein are
defined in the Agreement. Each capitalized term defined herein shall relate
only to the Series 2000- __ Certificates and no other Series of
Certificates issued by the Trust.
"Accumulation Date" shall mean the first day of the
______________ Monthly Period.
"Accumulation Period" shall mean, with respect to the Class A
Certificates, the period commencing on the Accumulation Date, or such later
date as may be specified by the Servicer in accordance with Section 4.16 of
the Agreement, and continuing to and including the earlier of (a) the
calendar day immediately preceding the first day of the Early Amortization
Period and (b) the date of the termination of the Trust pursuant to Section
12.01 of the Agreement.
"Accumulation Period Length" shall have the meaning specified
in Section 4.16 of the Agreement.
"Additional Interest" shall mean, at any time of determination,
the sum of Class A Additional Interest, Class B Additional Interest and
Class C Additional Interest.
"Amortization Period Commencement Date" shall mean the earlier
of (i) the Accumulation Date, or such later date as may be specified by the
Servicer in accordance with Section 4.16 of the Agreement, and (ii) the Pay
Out Commencement Date.
"Annual Portfolio Turnover Rate" shall mean with respect to any
Business Day during a Monthly Period the aggregate amount of credit sales
of the Originators arising under Accounts during each of the twelve Monthly
Periods ending on the last day of the second preceding Monthly Period
divided by the average of the aggregate Outstanding Balances of Receivables
as of the last day of each such Monthly Period.
"Available Series 2000-__ Finance Charge Collections" shall
have the meaning specified in subsection 4.09(a) of the Agreement.
"Base Rate" shall mean the sum of (a) the weighted average of
the Class A Certificate Rate, the Class B Certificate Rate and the Class C
Certificate Rate plus (b) the Series Servicing Fee Percentage per annum.
"Carryover Class A Monthly Interest" shall mean on any Business
Day in a Monthly Period (a) any Class A Monthly Interest with respect to
any Interest Accrual Period beginning in a prior Monthly Period which has
not previously been deposited in the Interest Funding Account or paid on
any previous Distribution Date plus (b) any Class A Additional Interest.
"Carryover Class B Monthly Interest" shall mean on any Business
Day in a Monthly Period (a) any Class B Monthly Interest with respect to
any Interest Accrual Period beginning in a prior Monthly Period which has
not previously been deposited in the Interest Funding Account or paid on
any previous Distribution Date plus (b) any Class B Additional Interest.
"Carryover Class C Monthly Interest" shall mean on any Business
Day in a Monthly Period (a) any Class C Monthly Interest with respect to
any Interest Accrual Period beginning in a prior Monthly Period which has
not previously been deposited in the Interest Funding Account or paid on
any previous Distribution Date plus (b) any Class C Additional Interest.
"Carryover Discount Amount" means for Series 2000-__ for any
Business Day the excess, if any, of (a) the sum of (i) the product of the
Discount Allocation Percentage and the Discount Amount and (ii) the
Carryover Discount Amount for Series 2000-__ for the preceding Business Day
over (b) the amount of Principal Collections added to Total Finance Charge
Collections for Series 2000-__ on such preceding Business Day.
"Class A Additional Interest" shall have the meaning specified
in subsection 4.06(a) of the Agreement.
"Class A Adjusted Invested Amount" shall mean for any Business
Day an amount equal to the Class A Invested Amount minus the aggregate
principal amount on deposit in the Principal Funding Account on such
Business Day.
"Class A Certificateholder" shall mean the Person in whose name
a Class A Certificate is registered in the Certificate Register.
"Class A Certificateholders' Interest" shall mean the portion
of the Series 2000-__ Certificateholders' Interest evidenced by the Class A
Certificates.
"Class A Certificate Rate" shall mean ____% per annum,
calculated on the basis of a 360-day year of twelve 30-day months.
"Class A Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-1 hereto.
"Class A Expected Final Payment Date" shall
mean the ________________ Distribution Date.
"Class A Floating Allocation Percentage" shall mean, with
respect to any Business Day, the percentage equivalent of a fraction, the
numerator of which is the Class A Adjusted Invested Amount as of the end of
the preceding Business Day and the denominator of which is the greater of
(a) the sum of the amount of Principal Receivables in the Trust and the
amounts on deposit in the Excess Funding Account as of the end of the
preceding Business Day and (b) the sum of the numerators used to calculate
investor percentages with respect to all Classes of all Series then
outstanding on such Business Day.
"Class A Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class A Certificates, which is
$______________.
"Class A Interest Shortfall" shall have the meaning specified
in subsection 4.06(a) of the Agreement.
"Class A Invested Amount" shall mean, when used with respect to
any Business Day, an amount (not less than zero) equal to (a) the Class A
Initial Invested Amount, minus (b) the aggregate amount of principal
payments made to Class A Certificateholders prior to such Business Day, and
minus (c) the excess, if any, of the aggregate amount of Class A Investor
Charge-Offs for all prior Business Days over Class A Investor Charge-Offs
reimbursed pursuant to subsection 4.09(a)(v) of the Agreement prior to such
Business Day and, with respect to such subsection, pursuant to subsections
4.10(a) and (b) and subsections 4.15 (a) and (b).
"Class A Investor Charge-Off" shall have the meaning specified
in subsection 4.13(d) of the Agreement.
"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.06(a) of the Agreement.
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in
accordance with subsection 4.07(a) of the Agreement.
"Class A Percentage" shall mean a fraction the numerator of
which is the Class A Invested Amount and the denominator of which is the
sum of the Class A Invested Amount and the Class B Invested Amount.
"Class A Required Amount" shall mean, with respect to any
Distribution Date, the amount, if any, by which the aggregate amount to be
paid pursuant to subsections 4.09(a)(i) and (v) of the Agreement, and the
Class A Required Amount Percentage of the amounts described in subsections
4.09(a)(iii)(y) and (iv)(y) of the Agreement, for each Business Day during
the related Monthly Period, exceeds the sum of Available Series 2000- __
Finance Charge Collections, Transferor Finance Charge Collections and
Excess Finance Charge Collections on each Business Day during the related
Monthly Period applied with respect thereto.
"Class A Required Amount Percentage" shall mean, with respect
to any Distribution Date, the percentage equivalent of a fraction the
numerator of which is the weighted average Class A Invested Amount for each
day in the preceding Monthly Period and the denominator of which is the
weighted average Invested Amount for each day in the preceding Monthly
Period.
"Class B Additional Interest" shall have the meaning specified
in subsection 4.06(b) of the Agreement.
"Class B Certificate Rate" shall mean ____% per annum,
calculated on the basis of a 360-day year of twelve 30-day months.
"Class B Certificateholder" shall mean the Person in whose name
a Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean the portion
of the Series 2000-__ Certificateholders' Interest evidenced by the Class B
Certificates.
"Class B Expected Final Payment Date" shall
mean the ______ Distribution Date.
"Class B Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-2 hereto.
"Class B Fixed/Floating Allocation Percentage" shall mean for
any Business Day the percentage equivalent of a fraction, the numerator of
which is the Class B Invested Amount at the end of the last day of the
Revolving Period and the denominator of which is the greater of (a) the sum
of the aggregate amount of Principal Receivables and the amount on deposit
in the Excess Funding Account as of the end of the preceding Business Day
and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Receivables for all Classes of all
Series outstanding on such Business Day; provided, however, that, because
the Certificates are subject to being paired with a future prefunded
Series, if a Pay Out Event occurs with respect to the Certificates during
the Accumulation Period, and if at such time the Certificates are paired
with a prefunded Series, the numerator will be reset to equal the Class B
Invested Amount at the end of the last day prior to the occurrence of such
Pay Out Event.
"Class B Floating Allocation Percentage" shall mean, with
respect to any Business Day, the percentage equivalent of a fraction, the
numerator of which is the Class B Invested Amount as of the end of the
preceding Business Day and the denominator of which is the greater of (a)
the sum of the amount of Principal Receivables in the Trust and the amount
on deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate investor
percentages with respect to all Classes of all Series then outstanding on
such Business Day.
"Class B Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class B Certificates, which is
$______________.
"Class B Interest Shortfall" shall have the meaning specified
in subsection 4.06(b) of the Agreement.
"Class B Invested Amount" shall mean, when used with respect to
any Business Day, an amount (not less than zero) equal to (a) the Class B
Initial Invested Amount, minus (b) the aggregate amount of principal
payments made to Class B Certificateholders prior to such Business Day,
minus (c) the aggregate amount of Class B Investor Charge-Offs for all
prior Business Days, minus (d) the aggregate amount of Reallocated Class B
Principal Collections for which the Class C Invested Amount has not been
reduced for all prior Distribution Dates, and plus (e) the sum of the
aggregate amount allocated to the Class B Certificates and applied on all
prior Business Days pursuant to subsection 4.09(a)(vii) of the Agreement
and, with respect to such subsection, pursuant to subsections 4.10(a), (b)
and (c) and 4.15(a) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c) and (d).
"Class B Investor Charge-Offs" shall have the meaning specified
in subsection 4.13(c) of the Agreement.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.06(b) of the Agreement.
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in
accordance with subsection 4.07(b) of the Agreement.
"Class B Percentage" shall mean a fraction the numerator of
which is the Class B Invested Amount and the denominator of which is the
sum of the Class A Invested Amount and the Class B Invested Amount.
"Class B Principal Payment Commencement Date" shall mean the
earlier of (a) (i) during the Accumulation Period, the Class B Expected
Final Payment Date or (ii) during any Early Amortization Period, the
Distribution Date on which the Class A Invested Amount is paid in full or,
if there are no Principal Collections allocable to the Series 2000-__
Investor Certificates remaining after payments have been made to the Class
A Certificates on such Distribution Date, the Distribution Date following
the Distribution Date on which the Class A Invested Amount is paid in full
and (b) the Distribution Date following a sale or repurchase of the
Receivables as set forth in Sections 2.04(d), 9.02, 10.02, 12.01 or 12.02
of the Agreement and Section 1.3(a) of this Series Supplement.
"Class B Required Amount" shall mean with respect to any
Distribution Date the amount, if any, by which the aggregate amount to be
paid pursuant to subsections 4.09(a)(ii), (vi), and (vii) of the Agreement
and the Class B Required Amount Percentage of the amounts described in
subsections 4.09(a)(iii)(y) and (iv)(y) of the Agreement, for each Business
Day during the related Monthly Period, exceeds the sum of Available Series
2000- __ Finance Charge Collections, Transferor Finance Charge Collections,
Excess Finance Charge Collections and the Transferor Subordination Amount
on each Business Day during the related Monthly Period applied with respect
thereto.
"Class B Required Amount Percentage" shall mean, with respect
to any Distribution Date, the percentage equivalent of a fraction the
numerator of which is the weighted average Class B Invested Amount for each
day in the preceding Monthly Period and the denominator of which is the
weighted average Invested Amount for each day in the preceding Monthly
Period.
"Class C Additional Interest" shall have the meaning specified
in subsection 4.06(c) of the Agreement.
"Class C Certificateholder" shall mean the Person in whose name
a Class C Certificate is registered in the Certificate Register.
"Class C Certificateholders' Interest" shall mean the portion
of the Series 2000-__ Certificateholders' Interest evidenced by the Class C
Certificates.
"Class C Certificate Rate" shall mean ____% per annum,
calculated on the basis of a 360-day year of twelve 30-day months.
"Class C Certificates" shall mean any of the certificates
executed by the Transferor and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-3 hereto.
"Class C Fixed/Floating Allocation Percentage" shall mean for
any Business Day the percentage equivalent of a fraction, the numerator of
which is the Class C Invested Amount at the end of the last day of the
Revolving Period and the denominator of which is the greater of (a) the sum
of the aggregate amount of Principal Receivables and the amount on deposit
in the Excess Funding Account as of the end of the preceding Business Day
and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Receivables for all Classes of all
Series outstanding on such Business Day; provided, however, that, because
the Certificates are subject to being paired with a future prefunded
Series, if a Pay Out Event occurs with respect to the Certificates during
the Accumulation Period, and if at such time the Certificates are paired
with a prefunded Series, the numerator will be reset to equal the Class C
Invested Amount at the end of the last day prior to the occurrence of such
Pay Out Event.
"Class C Floating Allocation Percentage" shall mean with
respect to any Business Day the percentage equivalent of a fraction, the
numerator of which is the Class C Invested Amount as of the end of the
preceding Business Day and the denominator of which is the greater of (a)
the sum of amount of Principal Receivables in the Trust and the amount on
deposit in the Excess Funding Account at the end of the preceding Business
Day and (b) the sum of the numerators used to calculate investor
percentages with respect to all Classes of all Series then outstanding on
such Business Day.
"Class C Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class C Certificates, which is
$_____________.
"Class C Interest Shortfall" shall have the meaning specified
in subsection 4.06(c) of the Agreement.
"Class C Invested Amount" shall mean, when used with respect to
any Business Day, an amount (not less than zero) equal to (a) the Class C
Initial Invested Amount, minus (b) the aggregate amount of principal
payments made to Class C Certificateholders prior to such Business Day,
minus (c) the aggregate amount of Class C Investor Charge-Offs for all
prior Business Days, minus (d) the aggregate amount of Reallocated
Principal Collections for all prior Distribution Dates, and plus (e) the
sum of the aggregate amount allocated and available on all prior Business
Days pursuant to subsection 4.09(a)(ix) of the Agreement and, with respect
to such subsection, pursuant to subsections 4.10(a) and (b), for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c) and (d).
"Class C Investor Charge-Offs" shall have the meaning specified
in subsection 4.13(a) of the Agreement.
"Class C Monthly Interest" shall mean the monthly interest
distributable in respect of the Class C Certificates as calculated in
accordance with subsection 4.06(c) of the Agreement.
"Class C Monthly Principal" shall mean the monthly principal
distributable in respect of the Class C Certificates as calculated in
accordance with subsection 4.07(c) of the Agreement.
"Class C Principal Payment Commencement Date" shall mean the
earlier of (a) the Distribution Date on which the Class B Invested Amount
is paid in full or, if there are no Principal Collections allocable to the
Series 2000-__ Investor Certificates remaining after payments have been
made to the Class B Certificates on such Distribution Date, the
Distribution Date following the Distribution Date on which the Class B
Invested Amount is paid in full and (b) the Distribution Date following a
sale or repurchase of the Receivables as set forth in Sections 2.04(d),
9.02, 10.02, 12.01 and 12.02 of the Agreement and Section 3 of this Series
Supplement.
"Closing Date" shall mean May 14, 1996.
"Controlled Accumulation Amount" shall mean
$___________________; provided, however, that, if the Accumulation Period
is modified pursuant to Section 4.16 of the Agreement, (i) the Controlled
Accumulation Amount for each Distribution Date with respect to the
Accumulation Period shall mean the amount determined in accordance with
Section 4.16 of the Agreement on the date on which the Accumulation Period
has most recently been modified and (ii) the sum of the Controlled
Accumulation Amounts for all Distribution Dates with respect to the
modified Accumulation Period shall not be less than the Class A Invested
Amount.
"Controlled Deposit Amount" shall mean, with respect to any
Distribution Date with respect to the Accumulation Period, the sum of the
Controlled Accumulation Amount and any Deficit Controlled Accumulation
Amount for the preceding Distribution Date.
"Deficit Controlled Accumulation Amount" shall initially mean
zero and with respect to any Distribution Date thereafter shall mean the
excess, if any, of the Controlled Deposit Amount for such Distribution Date
over the Net Principal Collections received during the related Monthly
Period, together with the aggregate amount of Shared Principal Collections
received during the related Monthly Period and allocable to the Class A
Certificates, each to the extent available to be distributed to Class A
Certificateholders on such Distribution Date.
"Discount Allocation Percentage" shall mean, with respect to
Series 2000-__ and any Business Day, the percentage equivalent of a
fraction the numerator of which is the Series Discount Factor with respect
to Series 2000-__ and the denominator of which is the Discount Factor on
such Business Day.
"Discount Amount" shall mean for any Business Day the Discount
Factor multiplied by the Outstanding Balance of all Receivables transferred
to the Trust on such Business Day.
"Discount Factor" shall mean for any Business Day an amount
equal to the sum of each Series Discount Factor for all Series then
outstanding on such Business Day.
"Discount Trigger Event" shall mean for any Business Day the
Discount Factor for the second preceding Monthly Period being in excess of
zero and the Rating Agencies having consented in writing (a copy of which
is delivered to the Trustee) to the discounting of purchases of Receivables
on or prior to such Business Day and having not revoked such consent.
Distribution Date" shall mean ____________ and the fifteenth
day of each calendar month thereafter, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.
"Early Amortization Period" shall mean the period commencing on
the earlier of (a) the Pay Out Commencement Date and (b) the Class A
Expected Final Payment Date if the Class A Invested Amount has not been
paid in full on such date, or the Class B Expected Final Payment Date if
the Class B Invested Amount has not been paid in full on such date, and
ending on the earlier to occur of (i) the date of termination of the Trust
pursuant to Section 12.01 of the Agreement and (ii) the Series 2000-__
Termination Date.
"Enhancement" shall mean, with respect to the Class A
Certificates, the subordination of the Class B Invested Amount and the
Class C Invested Amount and with respect to the Class B Certificates, the
subordination of the Class C Invested Amount and the Transferor
Subordination Amount, in each case, to the extent provided in Article IV of
the Agreement.
"Excess Finance Charge Collections" shall mean, with respect to
any Business Day, as the context requires, either (x) the amount described
in subsection 4.09(a)(x) of the Agreement allocated to the Series 2000- __
Certificates but available to cover shortfalls in amounts paid from Total
Finance Charge Collections for other Series, if any, or (y) the aggregate
amount of Total Finance Charge Collections allocable to other Series in
excess of the amounts necessary to make required payments with respect to
such Series, if any, and available to cover shortfalls with respect to the
Series 2000-__ Certificates.
"Finance Charge Collections" shall have the meaning specified
in subsection 4.05(b) of the Agreement.
"Fixed/Floating Allocation Percentage" shall mean for any
Business Day (i) with respect to Principal Collections, the percentage
equivalent of a fraction, the numerator of which is the Invested Amount at
the end of the last day of the Revolving Period and the denominator of
which is the greater of (a) the sum of the aggregate amount of Principal
Receivables in the Trust and the amount on deposit in the Excess Funding
Account as of the end of the preceding Business Day and (b) the sum of the
numerators used to calculate the investor percentages with respect to
Principal Receivables with respect to all Classes of all Series then
outstanding on such Business Day; provided, however, that if the Series
2000-__ Certificates are paired with a prefunded Series during or prior to
the Accumulation Period for the Series 2000-__ Certificates and a Pay Out
Event occurs with respect to either Series, the numerator for the Series
2000-__ Certificates shall be equal to the Invested Amount at the end of
the last day prior to such Pay Out Event; and (ii) with respect to Finance
Charge Collections on and after the Pay Out Commencement Date, the
percentage equivalent of a fraction, the numerator of which is the Invested
Amount at the end of the Business Day preceding the Pay Out Commencement
Date and the denominator of which is the greater of (a) the sum of the
aggregate amount of Principal Receivables in the Trust and the amount on
deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the
investor percentages with respect to Finance Charge Collections with
respect to all Classes of all Series then outstanding on such Business Day.
"Floating Allocation Percentage" shall mean for any Business
Day the sum of the applicable Class A Floating Allocation Percentage, Class
B Floating Allocation Percentage and Class C Floating Allocation Percentage
for such Business Day.
"Initial Invested Amount" shall mean an amount equal to the sum
of the Class A Initial Invested Amount, the Class B Initial Invested Amount
and the Class C Initial Invested Amount.
"Interest Accrual Period" shall mean, with respect to a
Distribution Date, the period from and including the preceding Distribution
Date (or, with respect to the initial Interest Accrual Period, from and
including the Closing Date) to and excluding such Distribution Date, which
shall be deemed to be a 30-day period (or, with respect to the initial
Interest Accrual Period, a 31-day period).
"Invested Amount" shall mean, when used with respect to any
Business Day, an amount equal to the sum of (a) the Class A Adjusted
Invested Amount as of such Business Day, (b) the Class B Invested Amount as
of such Business Day, and (c) the Class C Invested Amount as of
such Business Day.
"Investor Certificateholder" shall mean the Holder of record of
an Investor Certificate of Series 2000-__.
"Investor Certificates" shall mean the Class A Certificates,
the Class B Certificates, and the Class C Certificates.
"Investor Charge-Offs" shall mean the sum of Class A Investor
Charge-Offs, Class B Investor Charge-Offs, and Class C Investor
Charge-Offs.
"Investor Default Amount" shall mean, with respect to each
Business Day, an amount equal to the product of the Default Amount for such
Business Day and the Floating Allocation Percentage applicable for such
Business Day.
"Investor Percentage" shall mean for any Business Day, (a) with
respect to Receivables in Defaulted Accounts at any time, Finance Charge
Collections prior to the Pay Out Commencement Date or Principal Receivables
during the Revolving Period, the Floating Allocation Percentage and (b)
with respect to Finance Charge Collections on and after the Pay Out
Commencement Date or Principal Receivables during the Amortization Period,
the Fixed/Floating Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
"Minimum Transferor Percentage" shall mean (i) for the period
from the __________ Monthly Period to and including the ___________ Monthly
Period, ____%; (ii) for the __________ Monthly Period, ____%; and (iii) for
the ___________ Monthly Period, ____%; provided, however, that such
percentage may be adjusted from time to time upon written notice from the
Transferor to the Trustee if each Rating Agency initially contracted to
rate the Class A Certificates, the Class B Certificates, and, if
applicable, the Class C Certificates shall have been notified of such
amendment and shall have provided notice to the Trustee or the Servicer
that such action would not result in a reduction or withdrawal of its
rating of the Class A Certificates, the Class B Certificates, or, if
applicable, the Class C Certificates, and such action shall not, as
evidenced by an Opinion of Counsel, cause the Trust to be characterized for
Federal income tax purposes as an association taxable as a corporation or
otherwise have any material adverse effect on the Federal income taxation
of any outstanding Series of Investor Certificates or any Certificate
Owner.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the Series
2000-__ Certificates shall begin on and include the Closing Date and shall
end on and include ____________.
"Monthly Servicing Fee" shall mean for any Monthly Period, an
amount equal to the product of (i) one-twelfth, (ii) the Series Servicing
Fee Percentage, and (iii) the Invested Amount as of the preceding Record
Date, or, in the case of the first Distribution Date, the Initial Invested
Amount.
"Net Finance Charge Portfolio Yield" shall mean, for any Series
with respect to any Monthly Period, the annualized percentage equivalent of
a fraction, the numerator of which is the amount of Finance Charge
Collections allocable to such Series for such Monthly Period, calculated on
a cash basis after subtracting the Investor Default Amount applicable to
such Series for such Monthly Period, and the denominator of which is the
average daily Invested Amount of such Series during the preceding Monthly
Period.
"Net Principal Collections" shall mean, for any Series on any
Business Day, (i) the product, during the Revolving Period, of the Floating
Allocation Percentage for such Series and, during the Accumulation Period
or the Early Amortization Period, the Fixed/Floating Allocation Percentage
for such Series and the amount of Principal Collections on such Business
Day minus on or after the occurrence and during the continuance of a
Discount Trigger Event (ii) the lesser of (a) the sum of (x) the product of
the Discount Allocation Percentage for such Series and the Discount Amount
for such Business Day and (y) the Carryover Discount Amount for such Series
for such Business Day and (b) the amount determined in clause (i).
"Pay Out Commencement Date" shall mean the earlier of the date
on which (i) a Trust Pay Out Event is deemed to occur pursuant to Section
9.01 of the Agreement or (ii) a Series 2000-__ Pay Out Event is deemed to
occur pursuant to Section 1.8 of this Series Supplement.
"Pay Out Event" shall mean either (i) a Trust Pay Out Event
pursuant to Section 9.01 of the Agreement or (ii) a Series 2000-__ Pay Out
Event.
"Portfolio Yield" shall mean for the Series 2000-1
Certificates, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is an amount equal to the
sum of (i) the aggregate Total Finance Charge Collections for such Monthly
Period, calculated on a cash basis plus (ii)(a) the interest and other
investment income earned from amounts on deposit in the Principal Funding
Account which shall be available on the related Distribution Date and (b)
amounts allocated to Certificateholders pursuant to Subsection 4.10(a)
hereof with respect to each Business Day in such Monthly Period minus the
aggregate Investor Default Amount for such Monthly Period, and the
denominator of which is the sum of (i) the average daily Invested Amount
and (ii) the average amount on deposit in the Principal Funding Account on
each day during the preceding Monthly Period.
"Principal Funding Account" shall have the meaning specified in
subsection 4.08(a) of the Agreement.
"Principal Shortfalls" shall mean, as the context requires,
either (x) (i) on any Business Day during the Accumulation Period the
amount by which the Controlled Deposit Amount for the then current Monthly
Period exceeds the amount deposited in the Principal Funding Account from
the Fixed/Floating Allocation Percentage of Principal Collections on such
Business Day and the amount deposited in the Principal Funding Account on
all previous Business Days during such Monthly Period pursuant to
subsection 4.09(c)(i) of the Agreement or (ii) on any Business Day during
the Early Amortization Period and on and after the Class B Principal
Payment Commencement Date the Invested Amount of the class then receiving
principal payments or (y) the amounts specified as such in the Supplement
for any other Series.
"Rating Agency" shall mean each of Moody's Investors Service,
Inc. and Standard & Poor's Ratings Service.
"Reallocated Class B Principal Collections" shall have the
meaning specified in subsection 4.15(b) of the Agreement.
"Reallocated Class C Principal Collections" shall have the
meaning specified in subsection 4.15(a) of the Agreement.
"Reallocated Principal Collections" shall mean the sum of
Reallocated Class B Principal Collections and Reallocated Class C Principal
Collections.
"Required Amount" shall have the meaning specified in Section
4.10(b) of the Agreement.
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the Amortization Period Commencement
Date.
"Scheduled Series 2000-__ Termination Date"
shall mean the ________________ Distribution Date.
"Series 2000-__" shall mean the Series of the Prime Credit Card
Master Trust represented by the Series 2000-__ Certificates.
"Series 2000-__ Certificateholder" shall mean the holder of
record of any Series 2000-__ Investor Certificate.
"Series 2000-__ Certificateholders' Interest" shall have the
meaning specified in Section 4.04 of the Agreement.
"Series 2000-__ Pay Out Event" shall have the meaning specified
in Section 1.8 of this Series Supplement.
"Series 2000-__ Termination Date" shall mean the earlier to
occur of (i) the day after the Distribution Date on which the Series
2000-__ Certificates are paid in full, or (ii) the Scheduled Series 2000-__
Termination Date.
"Series Discount Factor" shall mean with respect to Series
2000-__ for any Business Day the amount for Series 2000-__, if any,
calculated as of the second preceding Monthly Period, by which either (x)
(a) the product of (i) the Base Rate plus one-half of one percent minus the
Net Finance Charge Portfolio Yield divided by the Annual Portfolio Turnover
Rate and (ii) the Floating Allocation Percentage exceeds (b) zero or, (y)
solely at the option of the Transferor, the amount by which (a) the product
of (i) the Base Rate plus one percent minus the Net Finance Charge
Portfolio Yield divided by the Annual Portfolio Turnover Rate and (ii) the
Floating Allocation Percentage exceeds (b) zero; provided, however, that
the Series Discount Factor shall not exceed 4.0%.
"Series Servicing Fee Percentage" shall mean
2.00%.
"Shared Principal Collections" shall mean, as the context
requires, either (a) the amount allocated to the Series 2000-__ Investor
Certificates which, in accordance with subsection 4.09(c)(v) of the
Agreement, may be applied to Principal Shortfalls with respect to other
outstanding Series or (b) the amounts allocated to the investor
certificates of other Series which the applicable Supplements for such
Series specify are to be treated as "Shared Principal Collections" and
which may be applied to cover Principal Shortfalls with respect to the
Series 2000-__ Investor Certificates.
"Special Payment Date" shall mean each Distribution Date
following the Monthly Period in which a Pay Out Event occurs with respect
to an Early Amortization Period and each Distribution Date following the
Class A Expected Final Payment Date.
"Total Finance Charge Collections" shall mean with respect to a
Series and any Business Day the sum of (i)(a) prior to the Pay Out
Commencement Date, the product of the Floating Allocation Percentage for
such Series and the amount of Finance Charge Collections for such Business
Day or (b) on and after the Pay Out Commencement Date, the product of the
Fixed/Floating Allocation Percentage for such Series and the amount of
Finance Charge Collections for such Business Day, plus on and after the
occurrence of and during the continuance of a Discount Trigger Event (ii)
the lesser of (a) the sum of (x) the product of the Discount Allocation
Percentage for such Series and the Discount Amount for such Business Day
and (y) the Carryover Discount Amount for such Series for such Business Day
and (b) the product of, during the Revolving Period, the Floating
Allocation Percentage for such Series and, during the Accumulation Period
or Early Amortization Period, the Fixed/Floating Allocation Percentage for
such Series and the amount of Principal Collections for such Business Day.
"Transferor Finance Charge Collections" shall mean on any
Business Day the product of (i) the Finance Charge Collections, (ii) the
Transferor Percentage and (iii) the Series Allocation Percentage in each
case for such Business Day.
"Transferor Subordination Amount" shall mean $__________, less
the aggregate amount of Collections applied pursuant to subsection 4.10(c)
of the Agreement or any portion of the Transferor Interest reduced pursuant
to subsection 4.13(c) of the Agreement.
SECTION 1.3. Reassignment and Transfer Terms.
(a) The Series 2000-__ Certificates shall be subject to
termination by the Transferor at its option, in accordance with the terms
specified in subsection 12.02(a) of the Agreement, in the following
circumstances: (i) on any Distribution Date on or after the Distribution
Date on which the Invested Amount is reduced to an amount less than or
equal to 11% of the Initial Invested Amount or (ii) on the second
Distribution Date following the Class A Expected Final Payment Date. The
deposit required in connection with any such termination and final
distribution shall be equal to the Invested Amount plus accrued and unpaid
interest on the Series 2000-__ Certificates through the day prior to the
Distribution Date on which the final distribution occurs.
(b) In no event shall the Class C Certificates or any interest
therein be transferred, sold, exchanged, pledged, participated or otherwise
assigned hereunder, in whole or in part, unless the Transferor shall have
consented in writing to such transfer and unless the Trustee shall have
received (1) confirmation in writing from each Rating Agency that such
transfer will not result in a lowering or withdrawal of its then-existing
rating of any Series of Investor Certificates, and (2) an Opinion of
Counsel that such transfer does not (i) adversely affect the conclusions
reached in any of the federal income tax opinions dated the applicable
Closing Date issued in connection with the original issuance of any Series
of Investor Certificates or (ii) result in a taxable event to the holders
of any such Series.
(c) Each Class B Certificateholder, by accepting and holding
such Class B Certificate or interest therein, will be deemed to have
represented and warranted that it is not (i) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of
Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code,
or (iii) any entity whose underlying assets include plan assets by reason
of a plan's investment in the entity.
SECTION 1.4. Delivery and Payment for the Series 2000-__
Certificates. The Transferor shall execute and deliver the Series 2000-__
Certificates to the Trustee for authentication in accordance with Section
6.01 of the Agreement. The Trustee shall deliver the Series 2000-__
Certificates to or upon the order of the Transferor when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 1.5. Depositary; Form of Delivery of Series 2000-__
Certificates. (a) The Class A Certificates and the Class B Certificates
shall be delivered as Book-Entry Certificates as provided in Sections 6.01
and 6.10 of the Agreement.
(b) The Depositary for the Class A Certificates and the Class B
Certificates shall be The Depository Trust Company, and the Class A
Certificates and the Class B Certificates shall be initially registered in
the name of Cede & Co., its nominee.
(c) The Class C Certificates shall be delivered as Definitive
Certificates as provided in Section 6.01 of the Agreement.
SECTION 1.6. Article IV of Agreement. Sections 4.01, 4.02 and
4.03 of the Agreement shall read in their entirety as provided in the
Agreement. The remainder of Article IV of the Agreement shall read in its
entirety as follows and shall be applicable only to the Series 2000-__
Certificates:
ARTICLE IV.
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.04. Rights of Certificateholders. The Series 2000-__
Certificates shall represent undivided interests in the Trust, consisting
of the right to receive, to the extent necessary to make the required
payments with respect to such Series 2000-__ Certificates at the times and
in the amounts specified in this Agreement, (a) the Floating Allocation
Percentage and Fixed/Floating Allocation Percentage (as applicable from
time to time) of Collections received with respect to the Receivables and
(b) funds allocable to the Series 2000-__ Certificates on deposit in the
Collection Account, the Excess Funding Account, the Principal Funding
Account, the Interest Funding Account, the Principal Account and the
Distribution Account (for such Series, the "Series 2000-__
Certificateholders' Interest"). The Class B Invested Amount and the Class C
Invested Amount shall be subordinated to the Class A Certificates and the
Class C Invested Amount shall be subordinated to the Class B Certificates,
in each case to the extent provided in this Article IV. The Class B
Certificates will not have the right to receive payments of principal until
the Class A Invested Amount has been paid in full. The Class C Certificates
will not have right to receive payments of principal until the Class B
Invested Amount has been paid in full. The Exchangeable Transferor
Certificate shall not represent any interest in the Collection Account, the
Excess Funding Account, the Principal Funding Account, the Interest Funding
Account, the Principal Account or the Distribution Account, except as
specifically provided in this Article IV.
SECTION 4.05. Collections and Allocation.
(a) Collections. The Servicer will apply or will instruct the
Trustee to apply all funds on deposit in the Collection Account, the Excess
Funding Account, the Principal Funding Account, the Interest Funding
Account, the Principal Account or the Distribution Account allocable to the
Series 2000-__ Certificates as described in this Article IV.
(b) Allocation of Collections. The Servicer shall apply all
Collections allocated to the Series 2000- __ Certificates on the basis of
the allocation of Total Finance Charge Collections and Net Principal
Collections specified in the Agreement.
(c) Payments to the Holder of the Exchangeable Transferor
Certificate. On each Business Day, the Servicer shall determine whether a
Pay Out Event is deemed to have occurred with respect to the Series 2000-
__ Certificates, and the Servicer shall allocate Collections in accordance
with the Daily Report with respect to such Business Day to the Holder of
the hangeable Transferor Certificate as follows:
(i) For each Business Day (unless otherwise specified herein)
with respect to the Revolving Period, in addition to amounts allocated to
the Holder of the Exchangeable Transferor Certificate pursuant to
subsection 4.03(b) of the Agreement, an amount equal to (x) Net Principal
Collections, minus (y) to the extent that any other Series is outstanding
and in its Amortization Period, an amount not to exceed the Net Principal
Collections required to be applied as Shared Principal Collections with
respect to the related Distribution Date; provided, however, that such
amounts will be paid to the Holder of the Exchangeable Transferor
Certificate subject to the obligation of the Transferor to cause to be
deposited in the Collection Account on each Transfer Date an amount equal
to the Reallocated Principal Collections for the preceding Monthly Period
for application in accordance with Section 4.15 of the Agreement.
(ii) For each Business Day with respect to the Accumulation
Period on which the amount on deposit in the Principal Funding Account
exceeds the Controlled Deposit Amount for the related Distribution Date, in
addition to amounts allocated to the Holder of the Exchangeable Transferor
Certificate pursuant to subsection 4.03(b) of the Agreement on or prior to
the Class B Principal Payment Commencement Date, an amount equal to (x) the
Net Principal Collections, minus (y) to the extent that any other Series is
outstanding and in its Amortization Period, an amount not to exceed the Net
Principal Collections required to be applied as Shared Principal
Collections with respect to the related Distribution Date; provided,
however, that such amounts will be paid to the Holder of the Exchangeable
Transferor Certificate subject to the obligation of the Transferor to cause
to be deposited in the Collection Account on each Transfer Date an amount
equal to the Reallocated Principal Collections for the preceding Monthly
Period for application in accordance with Section 4.15 of the Agreement.
(iii) For each Business Day and each Determination Date on and
after the Class B Principal Payment Commencement Date and with respect to
the Early Amortization Period, the amount of payments made to the Holder of
the Exchangeable Transferor Certificate shall be determined only as
provided in subsection 4.03(b) of the Agreement.
Notwithstanding the foregoing and subsection 4.03(b) of the
Agreement, on each Business Day to the extent of any shortfall in the
amount of Total Finance Charge Collections allocable to each Series due to
the accumulation of cash in the Principal Funding Account and the Excess
Funding Account, the Servicer shall apply Transferor Finance Charge
Collections in accordance with Section 4.10 of the Agreement.
Notwithstanding the foregoing, amounts payable to the Holder of
the Exchangeable Transferor Certificate pursuant to subsection 4.05(c)(i)
or (ii) of the Agreement shall instead be deposited in the Excess Funding
Account to the extent necessary to prevent the Transferor Interest from
being less than the Minimum Transferor Interest.
The allocations to be made pursuant to this subsection 4.05(c)
also apply to deposits into the Collection Account that are treated as
Collections, including Adjustment Payments, payment of the reassignment
price pursuant to Section 2.04(d) of the Agreement and proceeds from the
sale, disposition or liquidation of the Receivables pursuant to Section
9.02, 10.02, 12.01 or 12.02 of the Agreement and Section 1.3 of this Series
Supplement. Such deposits to be treated as Collections will be allocated as
Finance Charge Receivables or Principal Receivables as provided in the
Agreement.
SECTION 4.06. Determination of Monthly Interest for the Series
2000-__ Certificates. (a) The amount of monthly interest (for the Series
2000-__ Certificates, the "Class A Monthly Interest") allocable to the
Class A Certificates of the Series 2000-__ Certificates with respect to any
Interest Accrual Period shall be an amount equal to one-twelfth of the
product of (i) the Class A Certificate Rate and (ii) the principal balance
of the Class A Certificates as of the close of business on the last day of
the preceding Monthly Period; provided, however, that interest for the
first Distribution Date will include interest at the Class A Certificate
Rate from the Closing Date through ____________ (calculated as though there
were only 30 days in _________).
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class A Interest Shortfall") equal
to the excess, if any, of (x) the aggregate Class A Monthly Interest for
the Interest Accrual Period applicable to the Distribution Date over (y)
the amount available to be paid to the Class A Certificateholders in
respect of interest on such Distribution Date. If there is a Class A
Interest Shortfall with respect to any Distribution Date, an additional
amount ("Class A Additional Interest") shall be payable as provided herein
with respect to the Class A Certificates on each Distribution Date
following such Distribution Date to and including the Distribution Date on
which such Class A Interest Shortfall is paid to Class A Certificateholders
equal to one-twelfth of the product of (i) the Class A Certificate Rate
plus 2% per annum and (ii) such Class A Interest Shortfall. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be
payable or distributed to Class A Certificateholders only to the extent
permitted by applicable law.
(b) The amount of monthly interest (for the Series 2000-__
Certificates, the "Class B Monthly Interest") allocable to the Class B
Certificates of the Series 2000-__ Certificates with respect to any Monthly
Period shall be an amount equal to one-twelfth of the product of (i) the
Class B Certificate Rate and (ii) the Class B Invested Amount as of the
close of business on the last day of the preceding Monthly Period;
provided, however, that interest for the first Distribution Date will
include interest at the Class B Certificate Rate from the Closing Date
through ______________ (calculated as though there were only 30 days in
_______).
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class B Interest Shortfall") equal
to the excess, if any, of (x) the aggregate Class B Monthly Interest for
the Interest Accrual Period applicable to the Distribution Date over (y)
the amount available to be paid to the Class B Certificateholders in
respect of interest on such Distribution Date. If there is a Class B
Interest Shortfall with respect to any Distribution Date, an additional
amount ("Class B Additional Interest") shall be payable as provided herein
with respect to the Class B Certificates on each Distribution Date
following such Distribution Date to and including the Distribution Date on
which such Class B Interest Shortfall is paid to Class B Certificateholders
equal to one-twelfth of the product of (i) the Class B Certificate Rate
plus 2% per annum and (ii) such Class B Interest Shortfall. Notwithstanding
anything to the contrary herein, Class B Additional Interest shall be
payable or distributed to Class B Certificateholders only to the extent
permitted by applicable law.
(c) The amount of monthly interest (for the Series 2000-__
Certificates, the "Class C Monthly Interest") allocable to the Class C
Certificates of the Series 2000-__ Certificates with respect to any Monthly
Period shall be an amount equal to one-twelfth of the product of (i) the
Class C Certificate Rate and (ii) the principal balance of the Class C
Certificates as of the close of business on the last day of the preceding
Monthly Period; provided, however, that interest for the first Distribution
Date will include interest at the Class C Certificate Rate from the Closing
Date through ______________ (calculated as though there were only 30 days
in ______).
On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class C Interest Shortfall") equal
to the excess, if any, of (x) the aggregate Class C Monthly Interest for
the Interest Accrual Period applicable to the Distribution Date over (y)
the amount available to be paid to the Class C Certificateholders in
respect of interest on such Distribution Date. If there is a Class C
Interest Shortfall with respect to any Distribution Date, an additional
amount ("Class C Additional Interest") shall be payable as provided herein
with respect to the Class C Certificates on each Distribution Date
following such Distribution Date to and including the Distribution Date on
which such Class C Interest Shortfall is paid to Class C Certificateholders
equal to one-twelfth of the product of (i) the Class C Certificate Rate and
(ii) such Class C Interest Shortfall. Notwithstanding anything to the
contrary herein, Class C Additional Interest shall be payable or
distributed to Class C Certificateholders only to the extent permitted by
applicable law.
SECTION 4.07. Determination of Monthly Principal. (a) The
amount of monthly principal (for the Series 2000-__ Certificates, the
"Class A Monthly Principal") allocable to the Class A Certificates on each
Distribution Date following the Amortization Period Commencement Date shall
be equal to an amount calculated as follows: the sum of (i) an amount equal
to the aggregate Net Principal Collections with respect to the related
Monthly Period minus the aggregate amount of Reallocated Principal
Collections for the related Monthly Period, (ii) any amount on deposit in
the Excess Funding Account allocated to the Investor Certificates on such
Distribution Date, and (iii) the amount allocated to the Class A
Certificateholders pursuant to subsections 4.09(a)(iv), (v), (vii) and (ix)
of the Agreement with respect to such Distribution Date; provided, however,
that for each Distribution Date with respect to the Accumulation Period
(unless and until a Pay Out Event shall have occurred), Class A Monthly
Principal shall not exceed the Controlled Deposit Amount for such
Distribution Date; and provided, further, that with respect to any
Distribution Date, Class A Monthly Principal may not exceed the Class A
Adjusted Invested Amount; provided, further, that with respect to the
Scheduled Series 2000-__ Termination Date, the Class A Monthly Principal
shall be an amount equal to the Class A Invested Amount.
(b) The amount of monthly principal (for the Series 2000-__
Certificates, the "Class B Monthly Principal") distributable from the
Distribution Account with respect to the Class B Certificates on each
Distribution Date, beginning with the Class B Principal Payment
Commencement Date, shall be an amount equal to and calculated as follows:
the sum of (i) an amount equal to the aggregate Net Principal Collections
with respect to the related Monthly Period minus the amount thereof paid to
the Class A Certificateholders pursuant to Section 4.12(a) of the
Agreement, if any and minus the aggregate amount of Reallocated Principal
Collections for the related Monthly Period, (ii) any amount on deposit in
the Excess Funding Account allocated to the Class B Certificates on such
Distribution Date, and (iii) the amount, if any, allocated to the Class B
Certificates pursuant to subsections 4.09(a)(iv), (vii) and (ix) of the
Agreement with respect to such Distribution Date; provided, however, that
with respect to the Scheduled Series 2000-__ Termination Date, the Class B
Monthly Principal shall be an amount equal to the Class B Invested Amount.
(c) The amount of monthly principal (for the Series 2000-__
Certificates, the "Class C Monthly Principal") distributable from the
Distribution Account with respect to the Class C Certificates on each
Distribution Date, beginning with the Class C Principal Payment
Commencement Date, shall be an amount equal to and calculated as follows:
the sum of (i) an amount equal to the aggregate Net Principal Collections
with respect to the related Monthly Period minus the amount thereof paid to
the Class B Certificateholders pursuant to Section 4.12(b) of the
Agreement, if any, and minus the aggregate amount of Reallocated Principal
Collections for the related Monthly Period, (ii) any amount on deposit in
the Excess Funding Account allocated to the Class C Certificates on such
Distribution Date, and (iii) the amount, if any, allocated to the Class C
Certificates pursuant to subsections 4.09(a)(iv) and (ix) of the Agreement
with respect to such Distribution Date; provided, however, that with
respect to the Scheduled Series 2000-__ Termination Date, the Class C
Monthly Principal shall be an amount equal to the Class C Invested Amount.
SECTION 4.08. Establishment of the Principal Funding Account
for the Certificates. (a) The Trustee, for the benefit of the holders of
the Series 2000-__ Certificates, shall establish and maintain or cause to
be established and maintained in the name of the Trustee, on behalf of the
Trust, with a Qualified Institution (which initially shall be Chemical
Bank) a segregated trust account (the "Principal Funding Account"), bearing
a designation clearly indicating that the funds deposited therein are held
for the benefit of the holders of the Series 2000-__ Certificates. The
Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Principal Funding Account and in all proceeds
thereof. Except as provided in subsection 4.08(b) of the Agreement, the
Principal Funding Account shall be under the sole dominion and control of
the Trustee for the benefit of the holders of the Series 2000-__
Certificates. If, at any time, the institution holding the Principal
Funding Account ceases to be a Qualified Institution, the Trustee (or the
Servicer on its behalf) shall within five Business Days establish a new
Principal Funding Account meeting the conditions specified above with a
Qualified Institution, transfer any cash and/or any investments to such new
Principal Funding Account and from the date such new Principal Funding
Account is established, it shall be, for the Certificates, the "Principal
Funding Account."
(b) On each Distribution Date with respect to the Accumulation
Period and any Special Payment Date, the Servicer shall withdraw from the
Principal Funding Account and deposit in the Collection Account all
interest and other investment income (net of losses and investment
expenses) on funds then on deposit in the Principal Funding Account.
Investment income (including reinvested interest) on funds deposited in the
Principal Funding Account and invested pursuant to subsection 4.08(c) of
the Agreement shall not be considered to be principal amounts on deposit in
the Principal Funding Account for purposes hereof. Funds on deposit in the
Principal Funding Account prior to the Class A Expected Final Payment Date
shall be invested by the Transferor (or, at the direction of the
Transferor, by the Servicer or the Trustee on behalf of the Transferor) in
Cash Equivalents. Any such investment shall (i) mature and such funds shall
be made available for withdrawal on or prior to the next Distribution Date
and (ii) shall be held until maturity; provided, however, that the
Transferor (or, at the direction of the Transferor, the Servicer or the
Trustee on behalf of the Transferor) may sell an investment that is no
longer a Cash Equivalent prior to its maturity. Any request to the Trustee
from either the Transferor or the Servicer to invest funds on deposit in
the Principal Funding Account shall be in writing and shall certify that
the requested investment is a Cash Equivalent which matures at or prior to
the time required hereby.
(c) Pursuant to the authority granted to the Servicer in
subsection 3.01(b) of the Agreement, the Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to instruct
the Trustee to make withdrawals and payments from the Principal Funding
Account for the purposes of carrying out of the Servicer's or Trustee's
duties hereunder. Pursuant to the authority granted to the Paying Agent in
Sections 5.01 and 6.06 of the Agreement, the Paying Agent shall have the
power, revocable by the Trustee, to withdraw funds from the Principal
Funding Account for the purpose of making distributions to the
Certificateholders.
SECTION 4.09 Application of Funds on Deposit in the Collection
Account for the Certificates. (a) On each Business Day, the Servicer shall
deliver to the Trustee a Daily Report in which it shall instruct the
Trustee to withdraw, and the Trustee, acting in accordance with such
instructions, shall withdraw, to the extent of Total Finance Charge
Collections plus any investment earnings on amounts on deposit in the
Principal Funding Account deposited in the Collection Account pursuant to
subsection 4.08(b) of the Agreement (the "Available Series 2000-__ Finance
Charge Collections"), the amounts required to be withdrawn from the
Collection Account pursuant to subsections 4.09(a)(i) through 4.09(a)(x) of
the Agreement.
(i) Class A Monthly Interest. On each Business Day during a
Monthly Period, the Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Collection Account and deposit into
the Interest Funding Account for distribution on the next Distribution Date
to the Class A Certificateholders, to the extent of the Available Series
2000-__ Finance Charge Collections for such Business Day, an amount equal
to the lesser of (x) the Available Series 2000-__ Finance Charge
Collections and (y) the excess of (1) the sum of (A) the Class A Monthly
Interest and (B) Carryover Class A Monthly Interest over (2) any amounts
with respect thereto previously deposited into the Interest Funding Account
on any prior Business Day during such Monthly Period. Notwithstanding
anything to the contrary herein, Carryover Class A Monthly Interest shall
be payable or distributable to Class A Certificateholders only to the
extent permitted by applicable law.
(ii) Class B Monthly Interest. On each Business Day during a
Monthly Period, the Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Collection Account and deposit into
the Interest Funding Account for distribution on the next Distribution Date
to the Class B Certificateholders, to the extent of any Available Series
2000-__ Finance Charge Collections remaining after giving effect to the
withdrawal pursuant to subsection 4.09(a)(i) of the Agreement, an amount
equal to the lesser of (x) any such remaining Available Series 2000-__
Finance Charge Collections and (y) the excess of (1) the sum of (A) the
Class B Monthly Interest and (B) Carryover Class B Monthly Interest over
(2) any amounts with respect thereto previously deposited into the Interest
Funding Account on any prior Business Day during such Monthly Period.
Notwithstanding anything to the contrary herein, Carryover Class B Monthly
Interest shall be payable or distributable to Class B Certificateholders
only to the extent permitted by applicable law.
(iii) Investor Monthly Servicing Fee. On each Business Day, the
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account and distribute to the Servicer, to the
extent of any Available Series 2000-__ Finance Charge Collections remaining
after giving effect to the withdrawals pursuant to subsections 4.09(a)(i)
and (ii) of the Agreement, an amount equal to the lesser of (x) any such
remaining Available Series 2000-__ Finance Charge Collections and (y) the
excess of (i) the Monthly Servicing Fee for such Monthly Period over (ii)
any amounts with respect thereto previously distributed to the Servicer
during such Monthly Period.
(iv) Investor Default Amount. On each Business Day, the
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account, to the extent of any Available Series
2000-__ Finance Charge Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.09(a)(i) through (iii) of the
Agreement, an amount equal to the lesser of (x) any such remaining
Available Series 2000-__ Finance Charge Collections and (y) the sum of (1)
the aggregate Investor Default Amount for such Business Day plus (2) the
unpaid Investor Default Amount for any previous Business Day during such
Monthly Period, which amount will (i) during the Revolving Period, be
treated as Shared Principal Collections, (ii) during the Accumulation
Period or Early Amortization Period, on or prior to the Class B Principal
Payment Commencement Date, be deposited in the Principal Funding Account
for payment to the Class A Certificateholders, (iii) during the
Accumulation Period or Early Amortization Period, on and after the Class B
Principal Payment Commencement Date and on or prior to the Class C
Principal Payment Commencement Date, be deposited in the Principal Account
for payment to the Class B Certificateholders, and (iv) during the
Accumulation Period or Early Amortization Period, on and after the Class C
Principal Payment Commencement Date, be deposited in the Principal Account
for payment to the Class C Certificateholders.
(v) Reimbursement of Class A Investor Charge-Offs. On each
Business Day, the Trustee, acting in accordance with instructions from the
Servicer, shall withdraw from the Collection Account, to the extent of any
Available Series 2000-__ Finance Charge Collections remaining after giving
effect to the withdrawals pursuant to subsections 4.09(a)(i) through (iv)
of the Agreement, an amount equal to the lesser of (x) any such remaining
Available Series 2000-__ Finance Charge Collections and (y) the
unreimbursed Class A Investor Charge-Offs, such amount to be treated as
Shared Principal Collections during the Revolving Period, and to the extent
included in Class A Monthly Principal, deposited in the Principal Funding
Account during the Accumulation Period and in the Principal Account during
any Early Amortization Period for distribution to the Class A
Certificateholders on the next Distribution Date.
(vi) Unpaid Class B Interest. On each Business Day, the
Trustee, acting in accordance with the instructions from the Servicer,
shall withdraw from the Collection Account and deposit in the Interest
Funding Account for distribution to the Class B Certificateholders on the
next Distribution Date, to the extent of any Available Series 2000-__
Finance Charge Collections remaining after giving effect to the withdrawals
pursuant to subsections 4.09(a)(i) through (v) of the Agreement, an amount
equal to the lesser of (x) any such remaining Available Series 2000-__
Finance Charge Collections and (y) the sum of (1) the amount of interest
which has accrued with respect to the outstanding aggregate principal
amount of the Class B Certificates at the Class B Certificate Rate but
which has not been deposited into the Interest Funding Account or paid to
the Class B Certificateholders and (2) any additional interest at the Class
B Certificate Rate plus 2% with respect to such interest amounts that were
due but not paid to Class B Certificateholders in any previous Monthly
Period.
(vii) Reimbursement of Class B Investor Charge-Offs and
Reallocated Class B Principal Collections. On each Business Day, the
Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account, to the extent of any Available Series
2000-__ Finance Charge Collections remaining after giving effect to the
withdrawals pursuant to subsections 4.09(a)(i) through (vi) of the
Agreement, an amount equal to the lesser of (x) any such remaining
Available Series 2000-__ Finance Charge Collections and (y) the
unreimbursed Class B Investor Charge-Offs and reductions of the Class B
Invested Amount due to Reallocated Class B Principal Collections, if any,
such amount to be treated as Shared Principal Collections during the
Revolving Period, and deposited (i) in the Principal Funding Account during
the Accumulation Period and in the Principal Account during any Early
Amortization Period, in each case for distribution to the Class A
Certificateholders, and (ii) on and after the Class B Principal Payment
Commencement Date, in the Principal Account for payment to the Class B
Certificateholders.
(viii) Class C Monthly Interest. On each Business Day during a
Monthly Period, the Trustee, acting in accordance with instructions from
the Servicer, shall withdraw from the Collection Account and pay to the
Class C Certificateholders, to the extent of any Available Series 2000-__
Finance Charge Collections remaining after giving effect to the withdrawal
pursuant to subsections 4.09(a)(i) through (vii) of the Agreement, an
amount equal to the lesser of (x) any such remaining Available Series
2000-__ Finance Charge Collections and (y) the excess of (1) the sum of (A)
the Class C Monthly Interest and (B) Carryover Class C Monthly Interest
over (2) any amounts with respect thereto previously paid to the Class C
Certificateholders on any prior Business Day during such Monthly Period.
Notwithstanding anything to the contrary herein, Carryover Class C Monthly
Interest shall be payable or distributable to Class C Certificateholders
only to the extent permitted by applicable law.
(ix) Reimbursement of Class C Investor Charge-Offs and
Reallocated Principal Collections. On each Business Day, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw
from the Collection Account, to the extent of any Available Series 2000-__
Finance Charge Collections remaining after giving effect to the withdrawals
pursuant to subsections 4.09(a)(i) through (viii) of the Agreement, an
amount equal to the lesser of (x) any such remaining Available Series
2000-__ Finance Charge Collections and (y) the unreimbursed Class C
Investor Charge-Offs and reductions of the Class C Invested Amount due to
Reallocated Principal Collections, if any, such amount to be treated as
Shared Principal Collections during the Revolving Period, and (i) deposited
in the Principal Funding Account during the Accumulation Period and in the
Principal Account during any Early Amortization Period, in each case for
distribution to the Class A Certificateholders, (ii) on and after the Class
B Principal Payment Commencement Date and on or prior to the Class C
Principal Payment Commencement Date, deposited in the Principal Account for
payment to the Class B Certificateholders, and (iii) on and after the Class
C Principal Payment Commencement Date, deposited in the Principal Account
for payment to the Class C Certificateholders.
(x) Excess Finance Charge Collections. Any amounts remaining in
the Collection Account to the extent of any Available Series 2000-__
Finance Charge Collections remaining after giving effect to the withdrawals
pursuant to subsections 4.09(a)(i) through (ix) of the Agreement, shall be
treated as Excess Finance Charge Collections, and the Servicer shall direct
the Trustee in writing on each Business Day to withdraw such amounts from
the Collection Account and to first make such amounts available to pay to
Certificateholders of other Series to the extent of shortfalls, if any, in
amounts payable to such certificateholders from Finance Charge Collections
allocated to such other Series, then to pay any unpaid commercially
reasonable costs and expenses of a Successor Servicer, if any, and then pay
any remaining Excess Finance Charge Collections to the Transferor;
provided, however, that on any Business Day during any Early Amortization
Period, the Trustee shall deposit any such remaining Available Series
2000-__ Finance Charge Collections into the Interest Funding Account and
shall add such funds to the Available Series 2000-__ Finance Charge
Collections on each subsequent Business Day in such Monthly Period until
the last Business Day of the related Monthly Period, when the aggregate
amount of such remaining Available Series 2000- __ Finance Charge
Collections shall be distributed as Excess Finance Charge Collections in
accordance with this Section 4.09(a)(x) of the Agreement.
(b) For each Business Day during the Revolving Period the funds
on deposit in the Collection Account in an amount equal to the amount
described in subsection 4.05(c)(i)(y) of the Agreement with respect to such
Business Day will be treated as Shared Principal Collections and applied,
pursuant to the written direction of the Servicer in the Daily Report for
such Business Day, as provided in Section 4.03(e) of the Agreement.
(c) For each Business Day on and after the Amortization Period
Commencement Date, the remaining funds on deposit in the Collection Account
with respect to such Business Day will be distributed pursuant to the
written direction of the Servicer in the Daily Report for such Business Day
in the following priority:
(i) prior to the commencement of the Early Amortization Period
and the Class B Principal Payment Commencement Date, (x) an amount equal to
the lesser of (1) the sum of (A) an amount equal to the Net Principal
Collections in the Collection Account at the end of the preceding Business
Day, (B) any amount on deposit in the Excess Funding Account allocated to
the Investor Certificates on such Business Day, and (C) amounts to be paid
pursuant to subsections 4.09(a)(iv), (v), (vii) and (ix) of the Agreement
on such Business Day, plus the amount of Shared Principal Collections
allocated to the Series 2000-__ Certificates in accordance with Section
4.14 of the Agreement, and (2) the excess of the Controlled Deposit Amount
for the related Distribution Date over the amount on deposit in the
Principal Funding Account, will be deposited into the Principal Funding
Account; (y) on any Business Day when the amount on deposit in the
Principal Funding Account equals or exceeds the Controlled Deposit Amount
for the related Distribution Date, the balance of any such remaining funds
on deposit in the Collection Account will be treated as Shared Principal
Collections and applied as provided in subsection 4.03(e) of the Agreement;
(ii) after the commencement of the Early Amortization Period,
an amount equal to the sum of (w) an amount equal to the Net Principal
Collections in the Collection Account at the end of the preceding Business
Day, (x) any amount on deposit in the Excess Funding Account allocated to
the Investor Certificates on such Business Day, (y) amounts to be paid
pursuant to subsections 4.09(a)(iv), (v), (vii) and (ix) of the Agreement
on such Business Day and (z) the amount of Shared Principal Collections
allocated to the Series 2000-__ Certificates in accordance with Section
4.14 of the Agreement on such Business Day, will be deposited into the
Principal Account;
(iii) on and after the Class B Principal Payment Commencement
Date, an amount equal to the sum of (w) an amount equal to the Net
Principal Collections in the Collection Account at the end of the preceding
Business Day (minus the amount thereof paid to the Class A
Certificateholders pursuant to Section 4.12(a) of the Agreement, if any),
(x) any amount on deposit in the Excess Funding Account allocated to the
Class B Certificates on such Business Day, (y) the amount, if any,
allocated to be paid to the Class B Certificates pursuant to subsections
4.09(a)(iv), (vii) and (ix) of the Agreement with respect to such Business
Day and (z) the amount of Shared Principal Collections allocated to the
Series 2000-__ Certificates in accordance with Section 4.14 of the
Agreement on such Business Day (such sum, the "Class B Daily Principal
Amount") will be deposited into the Principal Account;
(iv) on and after the Class C Principal Payment Commencement
Date, an amount equal to the sum of (w) an amount equal to the Net
Principal Collections in the Collection Account at the end of the preceding
Business Day (minus the amount thereof paid to the Class B
Certificateholders pursuant to Section 4.12(b) of the Agreement), (x) any
amount on deposit in the Excess Funding Account allocated to the Class C
Certificates on such Business Day, (y) the amount, if any, allocated to be
paid to the Class C Certificates pursuant to subsections 4.09(a)(iv) and
(ix) of the Agreement with respect to such Business Day and (z) the amount
of Shared Principal Collections allocated to the Series 2000-__
Certificates in accordance with Section 4.14 of the Agreement on such
Business Day (such sum, the "Class C Daily Principal Amount") will be
distributed to the Class C Certificateholders; and
(v) an amount equal to the balance of any such remaining funds
on deposit in the Collection Account will be treated as Shared Principal
Collections and applied as provided in subsection 4.03(e) of the Agreement;
provided that with respect to the amount distributable pursuant to clauses
(i), (iii) and (iv) above, Shared Principal Collections shall be available
to make such distributions only to the extent of the Shared Principal
Collections allocated to the Series 2000-__ Certificates.
SECTION 4.10. Coverage of Required Amount for the Series
2000-__ Certificates.
(a) To the extent that any amounts are on deposit in the
Principal Funding Account or the Excess Funding Account on any Business
Day, the Servicer shall apply Transferor Finance Charge Collections in an
amount equal to the excess of (x) the product of (a) the Base Rate and (b)
the product of (i) the respective amounts on deposit in the Excess Funding
Account and the Principal Funding Account and (ii) the number of days
elapsed since the previous Business Day divided by the actual number of
days in such year over (y) the aggregate amount of all earnings since the
previous Business Day available from the Cash Equivalents in which funds on
deposit in the Excess Funding Account and the Principal Funding Account are
invested in the manner specified for application of Available Series
2000-__ Finance Charge Collections in subsection 4.09(a)(i) through (ix) of
the Agreement.
(b) To the extent that on any Business Day payments are being
made pursuant to any of subsections 4.09(a)(i) through (ix) of the
Agreement, respectively, and the full amount to be paid pursuant to any
such subsection receiving payments on such Business Day is not paid in full
on such Business Day, the Servicer shall apply all or a portion of the
Excess Finance Charge Collections of other Series with respect to such
Business Day allocable to the Series 2000-__ Certificates in an amount
equal to the excess of the full amount to be paid pursuant to the
applicable subsection and the amount applied with respect thereto from
Available Series 2000- __ Finance Charge Collections and Transferor Finance
Charge Collections on such Business Day (the "Required Amount"). Excess
Finance Collections allocated to the Series 2000-__ Certificates for any
Business Day shall mean an amount equal to the product of (x) Excess
Finance Charge Collections available from all other Series for such
Business Day and (y) a fraction, the numerator of which is the Required
Amount for such Business Day and the denominator of which is the aggregate
amount of shortfalls in required amounts or other amounts to be paid from
Total Finance Charge Collections for all Series for such Business Day.
(c) On and after the Class B Principal Payment Commencement
Date, on each Determination Date, after the application of Transferor
Finance Charge Collections pursuant to subsection 4.10(a) of the Agreement
and Excess Finance Charge Collections pursuant to subsection 4.10(b) of the
Agreement, to the extent of any remaining shortfall in the aggregate amount
allocated (1) pursuant to subsections 4.09(a)(ii) and (vi) of the Agreement
to pay interest accrued with respect to the outstanding aggregate principal
amount of the Class B Certificates, (2) pursuant to subsection 4.09(a)(iv)
of the Agreement to Investor Default Amounts, or (3) pursuant to subsection
4.09(a)(vii) of the Agreement to the reimbursement of Class B Investor
Charge-Offs, Principal Collections allocated to the holder of the
Exchangeable Transferor Certificate pursuant to subsections 4.03(b) and (e)
of the Agreement and subsection 4.05(c) of the Agreement and Finance Charge
Collections allocated to the holder of the Exchangeable Transferor
Certificate pursuant to subsection 4.03(b) of the Agreement, in an amount
not to exceed the least of the Transferor Subordination Amount, the
Transferor Interest and the amount of such shortfall on such Determination
Date, shall be treated as Available Series 2000-__ Finance Charge
Collections and shall (x) to the extent of any shortfall pursuant to
subsections 4.09(a)(ii) and (vi) of the Agreement, be deposited in the
Distribution Account for payment to the Class B Certificateholders on the
related Distribution Date and (y) to the extent of any shortfall pursuant
to subsections 4.09(a)(iv) and (vii) of the Agreement, be applied as
described in such subsections.
SECTION 4.11. Payment of Certificate Interest. On each Transfer
Date, the Trustee, acting in accordance with instructions from the Servicer
set forth in the Daily Report for such day, shall withdraw the amount on
deposit in the Interest Funding Account with respect to the prior Monthly
Period allocable to the Series 2000-__ Certificates and deposit such amount
in the Distribution Account. On each Distribution Date, the Paying Agent
shall pay in accordance with Section 5.01 of the Agreement to (x) the Class
A Certificateholders from the Distribution Account such amount deposited
into the Distribution Account on the related Transfer Date allocable
thereto pursuant to subsection 4.09(a)(i) of the Agreement and (y) the
Class B Certificateholders from the Distribution Account the amount
deposited into the Distribution Account allocable thereto pursuant to
subsections 4.09(a)(ii) and (vi) of the Agreement.
SECTION 4.12. Payment of Certificate Principal. (a) On the
Transfer Date preceding each Special Payment Date and the Class A Expected
Final Payment Date, the Trustee, acting in accordance with instructions
from the Servicer set forth in the Daily Report for such day, shall
withdraw from the Principal Funding Account or, after the occurrence of a
Pay Out Event, the Principal Account and deposit in the Distribution
Account an amount equal to the lesser of (i) the Class A Invested Amount
and (ii) the amount on deposit in the Principal Funding Account (other than
any investment earnings on such amounts) or the amount on deposit in the
Principal Account allocable to the Series 2000-__ Certificates. On the
Class A Expected Final Payment Date and each Special Payment Date, the
Paying Agent shall pay in accordance with Section 5.01 of the Agreement to
the Class A Certificateholders from the Distribution Account such amount
deposited into the Distribution Account on the related Transfer Date.
(b) On the Transfer Date preceding the Class B Principal
Payment Commencement Date and each Distribution Date thereafter, the
Trustee, acting in accordance with instructions from the Servicer set forth
in the Daily Report for such day, shall withdraw from the Principal Account
and deposit in the Distribution Account an amount equal to the lesser of
the Class B Invested Amount and the amount on deposit in the Principal
Account allocable to the Series 2000-__ Certificates. On the Class B
Principal Payment Commencement Date, after the payment of any principal
amounts to the Class A Certificates on such day, and on each Distribution
Date thereafter until the Class B Invested Amount is paid in full, the
Paying Agent shall pay in accordance with Section 5.01 of the Agreement to
the Class B Certificateholders from the Distribution Account such amount
deposited into the Distribution Account on the related Transfer Date.
(c) On the Transfer Date preceding the Class C Principal
Payment Commencement Date and each Distribution Date thereafter, the
Trustee, acting in accordance with instructions from the Servicer set forth
in the Daily Report for such day, shall make payments of principal to the
Class C Certificateholder in accordance with Subsection 4.09(c)(iv) of the
Agreement.
Any amounts remaining in the Principal Account and allocable to
the Series 2000-__ Certificates, after the Class C Invested Amount has been
paid in full, will be treated as Shared Principal Collections and applied
in accordance with Section 4.03(e) of the Agreement.
SECTION 4.13. Investor Charge-Offs. (a) If, on any
Determination Date, the aggregate Investor Default Amount, if any, for each
Business Day in the preceding Monthly Period exceeded the Available Series
2000-__ Finance Charge Collections applied to the payment thereof pursuant
to subsection 4.09(a)(iv) of the Agreement and the amount of Transferor
Finance Charge Collections applied to the payment thereof and Excess
Finance Charge Collections and, on and after the Class B Principal Payment
Commencement Date, Transferor Subordination Amount allocated thereto
pursuant to subsection 4.10 of the Agreement, the Class C Invested Amount
will be reduced by the amount by which such aggregate Investor Default
Amount exceeds the amount applied with respect thereto during such
preceding Monthly Period (the "Class C Investor Charge-Offs").
(b) In the event that the amount of such excess is greater than
the Class C Invested Amount, the Class C Invested Amount will be reduced to
zero, and, prior to the Class B Principal Payment Commencement Date, the
Class B Invested Amount will be reduced by the amount of the remaining
excess, but not more than the aggregate Investor Default Amount for such
Monthly Period.
(c) On and after the Class B Principal Payment Commencement
Date in the event that the amount of the excess described in subsection
4.13(a) above is greater than the Class C Invested Amount, the Class C
Invested Amount will be reduced to zero, and the Transferor Subordination
Amount will be reduced by the amount of the remaining excess, but not more
than the aggregate Investor Default Amount for such Monthly Period. In the
event that the amount of such excess is greater than the Transferor
Subordination Amount, the Transferor Subordination Amount shall be reduced
to zero, and the Class B Invested Amount will be reduced by the amount of
the remaining excess, but not more than the aggregate Investor Default
Amount for such Monthly Period (such reduction and any reduction pursuant
to subsection 4.13(b) above, a "Class B Investor Charge-Off").
(d) In the event that the amount of such excess applied against
the Class B Invested Amount is greater than the Class B Invested Amount,
the Class B Invested Amount will be reduced to zero, and the Class A
Invested Amount will be reduced by the amount or the remaining excess, but
not more than the aggregate Investor Default Amount for such Monthly Period
(a "Class A Investor Charge-Off"). To the extent that on any subsequent
Business Day there is a positive balance of Available Series 2000-__
Finance Charge Collections after giving effect to subsections 4.09(a)(i)
through (iv) of the Agreement, the Servicer will apply such excess Finance
Charge Collections as provided in subsection 4.09(a)(v) of the Agreement to
reimburse the aggregate amount of Class A Investor Charge-Offs not
previously reimbursed, up to the amount so available.
(e) To the extent that on any Determination Date there is a
positive balance of the Available Series 2000-__ Finance Charge Collections
after giving effect to allocations and distributions pursuant to
subsections 4.09(a)(i) through (vi) of the Agreement, the Servicer will
apply such excess Finance Charge Collections as provided in subsection
4.09(a)(vii) of the Agreement to reimburse the aggregate amount of Class B
Investor Charge-Offs not previously reimbursed, up to the amount so
available.
(f) To the extent that on any Determination Date there is a
positive balance of the Available Series 2000-__ Finance Charge Collections
after giving effect to allocations and distributions pursuant to
subsections 4.09(a)(i) through (viii) of the Agreement, the Servicer will
apply such excess Finance Charge Collections as provided in subsection
4.09(a)(ix) of the Agreement to reimburse the aggregate amount of Class C
Investor Charge-Offs not previously reimbursed, up to the amount so
available.
SECTION 4.14. Shared Principal Collections. Shared Principal
Collections allocated to the Series 2000-__ Certificates for any Business
Day with respect to the Accumulation Period shall mean an amount equal to
the product of (x) Shared Principal Collections for all Series for such
Business Day and (y) a fraction, the numerator of which is the Principal
Shortfall for the Series 2000-__ Certificates for such Business Day and the
denominator of which is the aggregate amount of Principal Shortfalls for
all Series for such Business Day. For any Business Day with respect to the
Revolving Period, Shared Principal Collections allocated to the Series
2000-__ Certificates shall be zero.
SECTION 4.15. Reallocated Principal Collections for the Series
2000-__ Certificates. (a) On each Determination Date, the Servicer will
determine the Class A Required Amount and the Class B Required Amount. On
each Determination Date on which there is a positive Class A Required
Amount or Class B Required Amount, the Servicer will determine an amount
equal to the lesser of (i) the Class C Invested Amount, (ii) the product of
(x)(I) during the Revolving Period, the Class C Floating Allocation
Percentage and (II) during an Amortization Period, the Class C
Fixed/Floating Allocation Percentage and (y) the amount of Principal
Collections with respect to the preceding Monthly Period and (iii) an
amount equal to the sum of (a) the Class A Required Amount for the
preceding Monthly Period and (b) the Class B Required Amount for the
preceding Monthly Period (such amount being "Reallocated Class C Principal
Collections") and on each Transfer Date the Servicer shall apply Principal
Collections in an amount equal to such amount from amounts available
therefor in the Principal Account or made available by the Transferor
pursuant to Section 4.05(c) of the Agreement first to the components of the
Class A Required Amount and then to the components of the Class B Required
Amount in the same priority as amounts are applied to such components from
Available Series 2000-__ Finance Charge Collections pursuant to subsection
4.09(a) of the Agreement.
(b) On each Determination Date on which there is a positive
Class A Required Amount or Class B Required Amount, the Servicer will apply
or cause the Trustee to apply an amount equal to the lesser of (i) the
Class B Invested Amount, (ii) the product of (x)(I) during the Revolving
Period, the Class B Floating Allocation Percentage and (II) during an
Amortization Period, the Class B Fixed/Floating Allocation Percentage and
(y) the amount of Principal Collections with respect to the preceding
Monthly Period and (iii) an amount equal to the excess, if any, of the
Class A Required Amount for the preceding Monthly Period over the amount of
Reallocated Class C Principal Collections applied with respect thereto for
such Monthly Period (such amount being "Reallocated Class B Principal
Collections") and on each Transfer Date the Servicer shall apply Principal
Collections equal to such amount from amounts available therefor in the
Principal Account or made available by the Transferor pursuant to Section
4.05(c) of the Agreement to the remaining components of the Class A
Required Amount in the same priority as amounts are applied to such
components from Available Series 2000-__ Finance Charge Collections
pursuant to subsection 4.09(a) of the Agreement.
SECTION 4.16. Accumulation Period. The Accumulation Period is
scheduled to commence on the Accumulation Date; provided, however, that if
the Accumulation Period Length (determined as described below) on any
Determination Date on or after the ______________ Determination Date is
less than eight months, upon written notice to the Trustee, the Transferor
and each Rating Agency, the Servicer, at its option, may elect to modify
the date on which the Accumulation Period actually commences to the first
day of the month that is a number of months prior to the month in which the
Class A Expected Final Payment Date occurs at least equal to the
Accumulation Period Length (so that, as a result of such election, the
number of Monthly Periods in the Accumulation Period will at least equal
the Accumulation Period Length); provided, however, that (i) the length of
the Accumulation Period will not be less than one month; (ii) such
determination of the Accumulation Period Length shall be made on each
Determination Date on and after the ______________ Determination Date but
prior to the Commencement of the Accumulation Period, and any election to
shorten the Accumulation Period shall be subject to the subsequent
lengthening of the Accumulation Period to the Accumulation Period Length
determined on any subsequent Determination Date, but the Accumulation
Period shall in no event commence prior to the Accumulation Date, and (iii)
notwithstanding any other provision of the Series 2000-__ Supplement to the
contrary, no election to postpone the commencement of the Accumulation
Period shall be made after a Pay Out Event (as defined in the related
Supplement) shall have occurred and be continuing with respect to any other
Series. The "Accumulation Period Length," will mean a number of months such
that the amount available for distribution of principal on the Class A
Certificates on the Class A Expected Final Payment Date is expected to
equal or exceed the Class A Invested Amount, assuming for this purpose that
(1) the payment rate with respect to Collections of Principal Receivables
remains constant at the lowest level of such payment rate during the twelve
preceding Monthly Periods (or such lower payment rate as the Servicer may
select), (2) the total amount of Principal Receivables in the Trust (and
the principal amount on deposit in the Excess Funding Account, if any)
remains constant at the level on such date of determination, (3) no Pay Out
Event with respect to any Series will subsequently occur and (4) no
additional Series (other than any Series being issued on such date of
determination) will be subsequently issued. Any notice by the Servicer
electing to modify the commencement of the Accumulation Period pursuant to
this Section 4.16 shall specify (i) the Accumulation Period Length, (ii)
the commencement date of the Accumulation Period and (iii) the Controlled
Accumulation Amount with respect to each Monthly Period during the
Accumulation Period.
SECTION 4.17. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows and shall be applicable
only to the Series 2000- __ Certificates:
ARTICLE V.
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
SECTION 5.01 Distributions. (a) On each Distribution Date, the
Paying Agent shall distribute (in accordance with the Settlement Statement
delivered by the Servicer to the Trustee pursuant to subsection 3.04(c) of
the Agreement) to each Class A Certificateholder of record on the preceding
Record Date (other than as provided in subsection 2.04(d) or Section 12.03
of the Agreement respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented by
Class A Certificates held by such Certificateholder) of amounts on deposit
in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by
check mailed to each Class A Certificateholder at such Certificateholder's
address as it appears on the Certificate Register or, in the case of Class
A Certificateholders holding Class A Certificates evidencing fractional
Undivided Interests aggregating not less than 80% of the Invested Amount,
by wire transfer, at the expense of such Class A Certificateholder, to an
account or accounts designated by such Class A Certificateholder by written
notice given to the Paying Agent not less than five days prior to the
related Distribution Date; provided, however, that the final payment in
retirement of the Class A Certificates will be made only upon presentation
and surrender of the Class A Certificates at the office or offices
specified in the notice of such final distribution delivered by the Trustee
pursuant to Section 12.03 of the Agreement.
(b) On each Distribution Date, the Paying Agent shall
distribute (in accordance with the Settlement Statement delivered by the
Servicer to the Trustee pursuant to subsection 3.04(c) of the Agreement) to
each Class B Certificateholder of record on the preceding Record Date
(other than as provided in subsection 2.04(d) or Section 12.03 of the
Agreement respecting a final distribution) such Certificateholder's pro
rata share (based on the aggregate Undivided Interests represented by Class
B Certificates held by such Certificateholder) of amounts on deposit in the
Distribution Account as are payable to the Class B Certificateholders
pursuant to Sections 4.11 and 4.12 of the Agreement by check mailed to each
Class B Certificateholder at such Certificateholder's address as it appears
on the Certificate Register or, in the case of Class B Certificateholders
holding Class B Certificates evidencing Undivided Interest aggregating not
less than 80% of the Invested Amount, by wire transfer, at the expense of
such Class B Certificateholder, to an account or accounts designated by
such Class B Certificateholder by written notice given to the Paying Agent
not less than five days prior to the related Distribution Date; provided,
however, that the final payment in retirement of the Class B Certificate
will be made only upon presentation and surrender of the Class B
Certificates at the office or offices specified in the notice of such final
distribution delivered by the Trustee pursuant to Section 12.03 of the
Agreement.
SECTION 5.02. Monthly Certificateholders' Statement. (a) On
each Distribution Date, the Paying Agent shall forward to each
Certificateholder, Moody's, and Standard & Poor's a statement substantially
in the form of Exhibit C prepared by the Servicer and delivered to the
Trustee and the Paying Agent on the preceding Determination Date setting
forth the following information (which, in the case of (i), (ii) and (iii)
below, shall be stated on the basis of an original principal amount of
$1,000 per Certificate and, in the case of (ix) and (x), shall be stated on
an aggregate basis and on the basis of an original principal amount of
$1,000 per Certificate):
(i) the total amount distributed;
(ii) the amount of such distribution
allocable to Certificate Principal;
(iii) the amount of such distribution
allocable to Certificate Interest;
(iv) the amount of Net Principal Collections received in
the Collection Account during the related Monthly Period and allocated in
respect of the Class A Certificates, the Class B Certificates and the Class
C Certificates, respectively;
(v) the amount of Total Finance Charge Collections
processed during the related Monthly Period and allocated in respect of the
Class A Certificates, the Class B Certificates and the Class C
Certificates, respectively;
(vi) the aggregate amount of Principal Receivables, the
Invested Amount, the Class A Invested Amount, the Class B Invested Amount,
the Class C Invested Amount, the Floating Allocation Percentage and, during
the Amortization Period, the Fixed/Floating Allocation Percentage with
respect to Principal Receivables and, on and after the Pay Out Commencement
Date, Finance Charge Receivables in the Trust as of the end of the day on
the Record Date;
(vii) the aggregate outstanding balance of Accounts which
are 30, 60, 90, 120, 150 and 180 days delinquent as of the end of the day
on the Record Date;
(viii) the Aggregate Investor Default
Amount for the related Monthly Period;
(ix) the aggregate amount of Class A Investor
Charge-Offs, Class B Investor Charge-Offs and Class C Investor Charge-Offs
for the related Monthly Period;
(x) the aggregate amount of the Monthly
Servicing Fee for the related Monthly Period;
(xi) the amount of Reallocated Class B Principal
Collections and Reallocated Class C Principal Collections as of the last
day of the preceding Monthly Period; and
(xii) the Accumulation Date and the
Accumulation Period Length.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year ____, the
Trustee shall distribute to each Person who at any time during the
preceding calendar year was a Series 2000-__ Certificateholder, a statement
prepared by the Servicer containing the information required to be
contained in the regular monthly report to Series 2000-__
Certificateholders, as set forth in subclauses (i), (ii) and (iii) above,
aggregated for such calendar year or the applicable portion thereof during
which such Person was a Series 2000-__ Certificateholder, together with
such other customary information (consistent with the treatment of the
Certificates as debt) as the Trustee or the Servicer deems necessary or
desirable to enable the Series 2000-__ Certificateholders to prepare their
tax returns. Such obligations of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Internal
Revenue Code as from time to time in effect.
SECTION 5.03 Series 2000-__ Pay Out Events. If any one of the
following events shall occur with respect to the Series 2000-__
Certificates:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required to be made by the Transferor by the terms of
the Agreement, on or before the date occurring five days after the date
such payment or deposit is required to be made or (ii) duly to observe or
perform in any material respect any covenants or agreements of the
Transferor set forth in the Agreement (including, without limitation, the
covenant of the Transferor contained in Section 11 of this Series
Supplement), which failure has a material adverse effect on the Series
2000-__ Certificateholders and which continues unremedied for a period of
60 days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Transferor by the
Trustee, or to the Transferor and the Trustee by the Holders of Series
2000-__ Certificates evidencing Undivided Interests aggregating not less
than 50% of the Invested Amount of this Series 2000-__, and continues to
affect materially and adversely the interests of the Series 2000-__
Certificateholders for such period;
(b) any representation or warranty made by the Transferor in
the Agreement, or any information contained in a computer file or
microfiche list required to be delivered by the Transferor pursuant to
Section 2.01 or 2.06 of the Agreement, (i) shall prove to have been
incorrect in any material respect when made or when delivered, which
continues to be incorrect in any material respect for a period of 60 days
after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Transferor by the Trustee, or
to the Transferor and the Trustee by the Holders of the Series 2000-__
Certificates evidencing Undivided Interests aggregating more than 50% of
the Invested Amount of this Series 2000-__, and (ii) as a result of which
the interests of the Series 2000-__ Certificateholders are materially and
adversely affected and continue to be materially and adversely affected for
such period; provided, however, that a Series 2000-__ Pay Out Event
pursuant to this subsection 1.8(b) shall not be deemed to have occurred
hereunder if the Transferor has accepted reassignment of the related
Receivable, or all of such Receivables, if applicable, during such period
in accordance with the provisions of the Agreement;
(c) the average of the Portfolio Yields for any three
consecutive Monthly Periods is reduced to a rate which is less than the
average of the Base Rates for such period;
(d) (i) the Transferor Interest shall be less than the Minimum
Transferor Interest or (ii) the amount of Principal Receivables in the
Trust and the amount on deposit in the Excess Funding Account shall be less
than the Minimum Aggregate Principal Receivables, in each case for 15
consecutive days; or
(e) any Servicer Default shall occur which
would have a material adverse effect on the Series 2000-
__ Certificateholders;
then, in the case of any event described in subparagraph (a), (b), or (e),
after the applicable grace period set forth in such subparagraphs, either
the Trustee or the Holders of Series 2000-__ Certificates evidencing
Undivided Interests aggregating more than 50% of the Invested Amount of any
class of this Series 2000-__ by notice then given in writing to the
Transferor and the Servicer (and to the Trustee if given by the
Certificateholders) may declare that a pay out event (a "Series 2000-__ Pay
Out Event") has occurred as of the date of such notice, and in the case of
any event described in subparagraphs (c) or (d), a Series 2000-__ Pay Out
Event shall occur without any notice or other action on the part of the
Trustee or the Series 2000-__ Certificateholders immediately upon the
occurrence of such event.
SECTION 5.04. Series 2000-__ Termination. The right of the
Series 2000-__ Certificateholders to receive payments from the Trust will
terminate on the first Business Day following the Series 2000-__
Termination Date.
SECTION 5.05. Periodic Finance Charges and Other Fees. The
Transferor hereby agrees that, except as otherwise required by any
Requirement of Law, or as is deemed by the Transferor to be necessary in
order for the Transferor to maintain its credit card business, based upon a
good faith assessment by the Transferor, in its sole discretion, of the
nature of the competition in the credit card business, it shall not at any
time reduce the Periodic Finance Charges assessed on any Receivable or
other fees on any Account if, as a result of such reduction, the
Transferor's reasonable expectation of the Portfolio Yield as of such date
would be less than the Base Rate.
SECTION 5.06. Ratification of Agreement. As supplemented by
this Series Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Series Supplement
shall be read, taken, and construed as one and the same instrument.
SECTION 5.07. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
SECTION 5.08. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
SECTION 5.09. The Trustee. The Trustee shall not be responsible
in any manner whatsoever for or in respect of the sufficiency of this
Series Supplement or for or in respect of the Preliminary Statement
contained herein, all of which recitals are made solely by the Transferor.
SECTION 5.10. Instructions in Writing. All instructions given
by the Servicer to the Trustee pursuant to this Series Supplement shall be
in writing, and may be included in a Daily Report or Settlement Statement.
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 2000-__ Supplement to be duly executed by
their respective officers as of the day and year first above written.
PRIME RECEIVABLES CORPORATION
Transferor
By:_________________________
Name:
Title:
FDS BANK
Servicer
By:_________________________
Name:
Title:
THE CHASE MANHATTAN BANK
Trustee
By:_________________________
Name:
Title:
Exhibit A-1
[FORM OF CLASS A INVESTOR CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No. $
--- ------
CUSIP NO. _____________
PRIME CREDIT CARD MASTER TRUST
_____% CLASS A ASSET BACKED CERTIFICATE, SERIES 2000-_
Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of
business from a portfolio of consumer revolving credit card accounts
generated or to be generated by FDS Bank ("FDS" or the "Servicer") and
certain other subsidiaries of Federated Department Stores, Inc.
("Federated") and certain other assets and interests contemplated by the
Pooling and Servicing Agreement described below.
(Not an interest in or a recourse obligation of
Prime Receivables Corporation, FDS Bank, Federated
Department Stores, Inc., or any affiliate of any of
them.)
This certifies that CEDE & Co. (the "Certificateholder") is the
registered owner of a fractional undivided interest in the Prime Credit
Card Master Trust (the "Trust") issued pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of December 15, 1992 (the
"Agreement"; such term to include any amendment or Supplement thereto) by
and between Prime Receivables Corporation, as Transferor (the
"Transferor"), FDS as Servicer, and The Chase Manhattan Bank as Trustee
(the "Trustee"), and the Series 2000-__ Supplement, dated as of
______________ (the "Supplement"), among the Transferor, FDS as Servicer,
and the Trustee. The corpus of the Trust consists of all of the
Transferor's right, title, and interest in, to, and under the Trust
Property (as defined in the Agreement).
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties, and obligations of the Trustee. A copy of
the Agreement may be requested from the Trustee by writing to the Trustee
at The Chase Manhattan Bank, 450 West 33rd St., 15th Floor, New York, New
York 10001, Attention: Structured Finance Administration -- ABS. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement. This certificate is one of a
series of Certificates entitled "Prime Credit Card Master Trust _____%
Class A Asset Backed Certificates, Series 2000-__" (the "Class A
Certificates"), each of which represents a fractional undivided interest in
the Trust, and is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and
by which the Certificateholder is bound.
The Transferor has structured the Agreement, the Class A
Certificates, the Prime Credit Card Master Trust _____% Class B Asset
Backed Certificates, Series 2000-__ (the "Class B Certificates") and the
Prime Credit Card Master Trust ___% Class C Asset Backed Certificates,
Series 2000-__ (the "Class C Certificates," and collectively with the Class
A Certificates and the Class B Certificates, the "Investor Certificates")
with the intention that the Investor Certificates will qualify under
applicable tax law as indebtedness of the Transferor, and both the
Transferor and each holder of a Class A Certificate (a "Class A
Certificateholder") or any interest therein by acceptance of its
Certificate or any interest therein, agrees to treat the Class A
Certificates for purposes of federal, state and local income or franchise
taxes and any other tax imposed on or measured by income, as indebtedness.
No principal will be payable to the Class A Certificateholders
until the Class A Expected Final Payment Date except upon the occurrence of
a Pay Out Event, as described in the Agreement, or on the first Special
Payment Date. No principal will be payable to the Class B
Certificateholders or Class C Certificateholders until all principal
payments have been made to the Class A Certificateholders. For each
Business Day during the period beginning on the Closing Date and ending on
the day prior to the day on which the Accumulation Period or the Early
Amortization Period commences (the "Revolving Period"), all Collections of
Principal Receivable allocable to the Investor Interest will be treated as
Shared Principal Collections.
Interest will accrue on the unpaid principal amount of the
Class A Certificates at a per annum rate equal to ____% per annum (the
"Class A Certificate Rate") and, except as otherwise provided in the
Agreement, will be distributed to Certificateholders on the 15th day of
each month (or, if such day is not a Business Day, on the next succeeding
Business Day) (each a "Distribution Date"), commencing ______________.
Interest for any Distribution Date will include accrued
interest at the Class A Certificate Rate from and including the preceding
Distribution Date or, in the case of the first Distribution Date from and
including the Closing Date, to but excluding such Distribution Date.
Interest for any Distribution Date or Special Payment Date due but not paid
on any Distribution Date or Special Payment Date will be due on the next
succeeding Distribution Date or Special Payment Date together with, to the
extent permitted by applicable law, additional interest on such amount at
the Class A Certificate Rate plus 2% per annum. Interest will be calculated
on the basis of a 360-day year comprised of twelve 30-day months.
"Class A Invested Amount" for any day means an amount (not less
than zero) equal to (a) the initial principal balance of the Class A
Certificates minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date, and minus (c) the excess, if
any, of the aggregate amount of Class A Investor Charge-Offs for all
Business Days preceding such date over the aggregate amount of any
reimbursements of Class A Investor Charge-Offs for all Business Days
preceding such date.
Subject to the Agreement, payments of principal on the Class A
Certificates are limited to the unpaid Class A Invested Amount, which may
be less than the unpaid balance of the Class A Certificates pursuant to the
terms of the Agreement. All principal of and interest on the Class A
Certificates is due and payable no later than the ______________
Distribution Date (or if such day is not a Business Day, the next
succeeding Business Day) (the "Scheduled Series 2000-__ Termination Date").
After the Scheduled Series 2000-__ Termination Date neither the Trust nor
the Transferor will have any further obligation to distribute principal or
interest on the Class A Certificates. In the event that the Class A
Invested Amount is greater than zero on the Scheduled Series 2000-__
Termination Date, the Trustee will sell or cause to be sold, to the extent
necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the Class A Invested Amount, the Class B Invested
Amount, and the Class C Invested Amount at the close of business on such
date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders in final payment of the Class A Certificates, then to
the Class B Certificateholders in final payment of the Class B
Certificates, and finally to the Class C Certificateholders in final
payment of the Class C Certificates.
IN WITNESS WHEREOF, the Transferor has caused this Certificate
to be duly executed under its official seal.
PRIME RECEIVABLES CORPORATION
By:
------------------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE CHASE MANHATTAN BANK,
as Trustee
By:
------------------------------------
Authorized Signatory
Dated:
Exhibit A-2
[FORM OF CLASS B INVESTOR CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EACH HOLDER OF THIS CLASS B CERTIFICATE OR AN INTEREST THEREIN,
BY ACCEPTING AND HOLDING THIS CERTIFICATE, IS DEEMED TO HAVE REPRESENTED
AND WARRANTED THAT IT IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE, OR (III)
ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
PLAN'S INVESTMENT IN THE ENTITY.
No. $
---- --------
CUSIP NO. ______________
PRIME CREDIT CARD MASTER TRUST
______% CLASS B ASSET BACKED CERTIFICATE,
SERIES 2000-__
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the ordinary
course of business from a portfolio of consumer revolving credit card
accounts generated or to be generated by FDS Bank ("FDS" or the "Servicer")
and certain other subsidiaries of Federated Department Stores, Inc.
("Federated") and certain other assets and interests contemplated by the
Pooling and Servicing Agreement described below.
(Not an interest in or a recourse obligation of Prime
Receivables Corporation, FDS Bank, Federated Department Stores, Inc., or
any affiliate of any of them.)
This certifies that CEDE & Co. (the "Certificateholder") is the
registered owner of a fractional undivided interest in the Prime Credit
Card Master Trust (the "Trust") issued pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of December 15, 1992 (the
"Agreement"; such term to include any amendment or Supplement thereto) by
and between Prime Receivables Corporation, as Transferor (the
"Transferor"), FDS as Servicer, and The Chase Manhattan Bank as Trustee
(the "Trustee"), and the Series 2000-__ Supplement, dated as of
______________ (the "Supplement"), among the Transferor, FDS as Servicer,
and the Trustee. The corpus of the Trust consists of all of the
Transferor's right, title, and interest in, to, and under the Trust
Property (as defined in the Agreement).
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties, and obligations of the Trustee. A copy of
the Agreement may be requested from the Trustee by writing to the Trustee
at The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New York,
New York 10001, Attention: Structured Finance Administration -- ABS. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement. This Certificate is one of a
series of Certificates entitled "Prime Credit Card Master Trust _____%
Class B Asset Backed Certificates, Series 2000-__" (the "Class B
Certificates"), each of which represents a fractional undivided interest in
the Trust, and is issued under and is subject to the terms, provisions, and
conditions of the Agreement, to which Agreement, as amended from time to
time, the Certificateholder by virtue of the acceptance hereof assents and
by which the Certificateholder is bound.
The Transferor has structured the Agreement, the Class B
Certificates, the Prime Credit Card Master Trust _____% Class A Asset
Backed Certificates, Series 2000-__ (the "Class A Certificates") and the
Prime Credit Card Master Trust _____% Class C Asset Backed Certificates,
Series 2000-__ (the "Class C Certificates," and collectively with the Class
A Certificates and the Class B Certificates, the "Investor Certificates")
with the intention that the Investor Certificates will qualify under
applicable tax law as indebtedness of the Transferor, and both the
Transferor and each holder of a Class B Certificate (a "Class B
Certificateholder") or any interest therein by acceptance of its
Certificate or any interest therein, agrees to treat the Class B
Certificates for purposes of federal, state, and local income or franchise
taxes and any other tax imposed on or measured by income, as indebtedness.
No principal will be payable to the Class B Certificateholders
until the Class B Payment Commencement Date, which is the Distribution Date
either on or following the Distribution Date on which the Class A Invested
Amount had been paid in full. No principal payments will be made to the
Class C Certificateholder until the Distribution Date either on or
following the Distribution Date on which the Class B Invested Amount has
been paid in full.
Interest will accrue on the unpaid principal amount of the
Class B Certificates at a per annum rate equal to _____% per annum (the
"Class B Certificate Rate") and, except as otherwise provided in the
Agreement, will be distributed to Certificateholders on the 15th day of
each month (or, if such day is not a Business Day, on the next succeeding
Business Day) (each a "Distribution Date"), commencing ______________.
Interest for any Distribution Date will include accrued
interest at the Class B Certificate Rate from and including the preceding
Distribution Date or, in the case of the first Distribution Date from and
including the Closing Date, to but excluding such Distribution Date.
Interest for any Distribution Date due but not paid on any Distribution
Date will be due on the next succeeding Distribution Date together with, to
the extent permitted by applicable law, additional interest on such amount
at the Class B Certificate Rate plus 2% per annum. Interest will be
calculated on the basis of a 360-day year comprised of twelve 30-day
months.
"Class B Invested Amount" for any date means an amount (not
less than zero) equal to (a) the initial principal balance of the Class B
Certificates, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date, minus (c) the aggregate
amount of Class B Investor Charge-Offs for all prior Business Days,
including the amount by which the Class B Invested Amount has been reduced
to fund the Investor Default Amount on all prior Business Days, minus (d)
the aggregate amount of Reallocated Class B Principal Collections for which
the Class C Invested Amount has not been reduced for all prior Distribution
Dates, and plus (e) the aggregate amount of Available Series 2000-__
Finance Charge Collections, Transferor Finance Charge Collections, Excess
Finance Charge Collections, and Transferor Subordination Amount applied on
all prior Business Days for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c) and (d).
Subject to the Agreement, payments of principal on the Class B
Certificates are limited to the unpaid Class B Invested Amount, which may
be less than the unpaid balance of the Class B Certificates pursuant to the
terms of the Agreement. All principal of and interest on the Class B
Certificates is due and payable no later than the ______________
Distribution Date (or if such day is not a Business Day, the next
succeeding Business Day) (the "Scheduled Series 2000-__ Termination Date").
After the Scheduled Series 2000-__ Termination Date neither the Trust nor
the Transferor will have any further obligation to distribute principal or
interest on the Class B Certificates. In the event that the Class B
Invested Amount is greater than zero on the Scheduled Series 2000-__
Termination Date, the Trustee will sell or cause to be sold, to the extent
necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the Class A Invested Amount, the Class B Invested
Amount, and the Class C Invested Amount at the close of business on such
date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders in final payment of the Class A Certificates, then to
the Class B Certificateholders in final payment of the Class B
Certificates, and finally to the Class C Certificateholders in final
payment of the Class C Certificates.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate
to be duly executed under its official seal.
PRIME RECEIVABLES CORPORATION
By:
------------------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE CHASE MANHATTAN BANK,
as Trustee
By:
------------------------------------
Authorized Signatory
Dated:
Exhibit A-3
[FORM OF CLASS C INVESTOR CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON EXEMPTIONS
PROVIDED BY THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS
CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (B) IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES OR "BLUE SKY" LAWS, (C) TO THE TRANSFEROR, (D) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT AND THAT IS AWARE
THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
OR (E) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. NEITHER THE
TRANSFEROR NOR THE TRUSTEE IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER
THE SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.
NO RESALE OR TRANSFER OF THIS CERTIFICATE MAY BE MADE EXCEPT
WITH THE EXPRESS CONSENT OF PRIME RECEIVABLES CORPORATION.
No. ___ $_________
PRIME CREDIT CARD MASTER TRUST
____% CLASS C ASSET BACKED CERTIFICATE, SERIES 2000-__
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the ordinary
course of business from a portfolio of consumer revolving credit card
accounts generated or to be generated by FDS Bank ("FDS" or the "Servicer")
and certain other subsidiaries of Federated Department Stores, Inc.
("Federated") and certain other assets and interests contemplated by the
Pooling and Servicing Agreement described below.
(Not an interest in or a recourse obligation of Prime
Receivables Corporation, FDS Bank, Federated Department Stores, Inc., or
any affiliate of any of them.)
This certifies that Prime Receivables Corporation (the
"Certificateholder") is the registered owner of a fractional undivided
interest in the Prime Credit Card Master Trust (the "Trust") issued
pursuant to the Pooling and Servicing Agreement, dated as of December 15,
1992 (the "Agreement"; such term to include any amendment or Supplement
thereto) by and between Prime Receivables Corporation, as Transferor (the
"Transferor"), FDS as Servicer, and The Chase Manhattan Bank as Trustee
(the "Trustee"), and the Series 2000-__ Supplement, dated as of
______________ (the "Supplement"), among the Transferor, FDS as Servicer,
and the Trustee. The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to, and under the Trust Property
(as defined in the Agreement).
This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties, and obligations of the Trustee. A copy of
the Agreement may be requested from the Trustee by writing to the Trustee
at The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New York,
New York 10001, Attention: Structured Finance Administration -- ABS. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement. This Certificate is one of a
series of Certificates entitled "Prime Credit Card Master Trust ____% Class
C Asset Backed Certificates, Series 2000-__" (the "Class C Certificates"),
each of which represents a fractional undivided interest in the Trust, and
is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which
the Certificateholder is bound.
The Transferor has structured the Agreement, the Class C
Certificates, the Prime Credit Card Master Trust ____% Class A Asset Backed
Certificates, Series 2000-__ (the "Class A Certificates") and the Prime
Credit Card Master Trust _____% Class B Asset Backed Certificates, Series
2000-__ (the "Class B Certificates," and collectively with the Class A
Certificates and the Class C Certificates, the "Investor Certificates")
with the intention that the Investor Certificates will qualify under
applicable tax law as indebtedness of the Transferor, and both the
Transferor and each holder of a Class C Certificate (a "Class C
Certificateholder") or any interest therein by acceptance of its
Certificate or any interest therein, agrees to treat the Class C
Certificates for purposes of federal, state, and local income or franchise
taxes and any other tax imposed on or measured by income, as indebtedness.
No principal will be payable to the Class C Certificateholders
until the Class C Payment Commencement Date, which is the Distribution Date
either on or following the Distribution Date on which the Class B Invested
Amount had been paid in full. No principal will be payable to the Class C
Certificateholders until all principal payments have first been made to the
Class A Certificateholders and then on and after the Class B Payment
Commencement Date, after all principal payments have been made to the Class
B Certificateholders. For each Business Day during the period beginning on
the Closing Date and ending on the day prior to the day on which the
Accumulation Period or the Early Amortization Period commences (the
"Revolving Period"), all Collections of Principal Receivables allocable to
the Investor Interest will be treated as Shared Principal Collections.
Interest will accrue on the unpaid principal amount of the
Class C Certificates at a per annum rate equal to ____% per annum (the
"Class C Certificate Rate") and, except as otherwise provided in the
Agreement, will be distributed to Certificateholders on the 15th day of
each month (or, if such day is not a Business Day, on the next succeeding
Business Day) (each a "Distribution Date"), commencing ______________.
Interest for any Distribution Date will include accrued
interest at the Class C Certificate Rate from and including the preceding
Distribution Date or, in the case of the first Distribution Date from and
including the Closing Date, to but excluding such Distribution Date.
Interest for any Distribution Date due but not paid on any Distribution
Date will be due on the next succeeding Distribution Date together with, to
the extent permitted by applicable law, additional interest on such amount
at the Class C Certificate Rate. Interest will be calculated on the basis
of a 360-day year comprised of twelve 30-day months.
"Class C Invested Amount" means an amount (not less than zero)
equal to (a) the initial principal balance of the Class C Certificates,
minus (b) the aggregate amount of principal payments made to Class C
Certificateholders prior to such date, minus (c) the aggregate amount of
Class C Investor Charge-Offs for all prior Business Days, equal to the
amount by which the Class C Invested Amount has been reduced to fund the
Investor Default Amount on all prior Business Days, minus (d) the aggregate
amount of Reallocated Principal Collections for all prior Distribution
Dates, and plus (e) the aggregate amount of Available Series 2000-__
Finance Charge Collections, Transferor Finance Charge Collections, and
Excess Finance Charge Collections applied on all prior Business Days for
the purpose of reimbursing amounts deducted pursuant to the foregoing
clauses (c) and (d).
Subject to the Agreement, payments of principal on the Class C
Certificates are limited to the unpaid Class C Invested Amount, which may
be less than the unpaid balance of the Class C Certificates pursuant to the
terms of the Agreement. All principal of and interest on the Class C
Certificates is due and payable no later than the ______________
Distribution Date (or if such day is not a Business Day, the next
succeeding Business Day) (the "Scheduled Series 2000-__ Termination Date").
After the Scheduled Series 2000-__ Termination Date neither the Trust nor
the Transferor will have any further obligation to distribute principal or
interest on the Class C Certificates. In the event that the Class C
Invested Amount is greater than zero on the Scheduled Series 2000-__
Termination Date, the Trustee will sell or cause to be sold, to the extent
necessary, an amount of interests in the Receivables or certain of the
Receivables up to 110% of the Class A Invested Amount, the Class B Invested
Amount, and the Class C Invested Amount at the close of business on such
date (but not more than the total amount of Receivables allocable to the
Investor Certificates), and shall pay the proceeds to the Class A
Certificateholders in final payment of the Class A Certificates, then to
the Class B Certificateholders in final payment of the Class B
Certificates, and finally to the Class C Certificateholders in final
payment of the Class C Certificates.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate
to be duly executed under its official seal.
PRIME RECEIVABLES CORPORATION
By:_________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Class C Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE CHASE MANHATTAN BANK,
as Trustee
By:______________________
Authorized Signatory
Dated:
EXHIBIT C
FORM OF MONTHLY CERTIFICATEHOLDERS' STATEMENT
Prime Credit Card Master Trust
Series 2000-__ Monthly Certificateholders' Statement
Distribution Date:
Monthly Period:
(i) Total Amount Distributed per $1,000
A
B
(ii) Principal Distributed per $1,000
A
B
(iii) Interest Distributed per $1,000
A
B
(iv) Net Principal Collections Allocated
Applied:
A
B
C
(v) Total Finance Charge Collections Allocated
Applied:
A
B
C
(vi) Other Information
Principal Receivables
Invested Amount
A
B
Floating Allocation Percentage
A
B
Fixed/Floating Allocation Percentage
A
B
(vii) Delinquency
Current 30 days 60 day 90 days 120 days 150 days 180 days+
Total
(viii)Aggregate Investor Default Amount
(ix) Investor Charge-Offs Per $1,000 Aggregate
A
B
C
(x) Monthly Servicing Fee Per $1,000 Aggregate
(xi) Reallocated Principal Collections
B
C
(xii) Accumulation Date
Accumulation Period Length
